HomeMy WebLinkAboutContract 54508 CSC No.54508
VENDOR SERVICES AGREEMENT
MAXIT CORPORATION
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipality,acting by and through
Dana Burghdoff,its duly authorized Assistant City Manager,and MAXIT CORPORATION("Vendor"),
a corporation,acting by and through Philip Baruch,its duly authorized president,each individually referred
to as a"Party"and collectively referred to as the"Parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Vendor shall provide a secure, online, web-based, software-as-a-service, Learning Management
System(LMS) for the City that includes a comprehensive set of regularly updated tutorials that highlight
skills needed in public libraries. .Exhibit"A,"-Scope of Services more specifically describes the services
to be provided hereunder.
2. TERM.
This Agreement shall begin on September 1,2020 ("Effective Date") and shall expire on August
31,2021 ("Expiration Date"),unless terminated earlier in accordance with this Agreement.City shall have
the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for an
unlimited number of one-year renewal options.
3. COMPENSATION.
City shall pay Vendor for services provided under this Agreement in accordance with the provisions
of this Agreement and the fee schedule located in Exhibit `B," — Price Schedule. Total payment made
under this Agreement for the first year by City shall be in the amount of Twenty Thousand Nine Hundred
Fifty Dollars($20,950.00).Vendor shall not perform any additional services or bill for expenses incurred
for City not specified by this Agreement unless City requests and approves in writing the additional costs
for such services. City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
4. TERMINATION.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement Page 1 of 16
4.1. Written Notice. City may terminate this Agreement at any time and for any reason by
providing Vendor with 30 days'written notice of termination.Vendor may terminate this Agreement at any
time and for any reason by providing City 60 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall,until the expiration of three (3)years after final payment under this
contract,or the fmal conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to,all electronic records, of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
This section shall survive the expiration or termination of this Agreement.
Vendor Services Agreement Page 2 of 16
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractor. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and 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 City shall in no
way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers,agents, servants,employees or subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 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.
8.2 GENERAL INDEMNIFICATION-VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND 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)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark,trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees
Vendor Services Agreement Page 3 of 16
to give Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City, subsequent to which termination City may seek any and all remedies available to
City under law.
Section 8 shall survive the expiration or termination of this Agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
Vendor Services Agreement Page 4 of 16
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and 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 City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days'notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager, City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
Vendor Services Agreement Page 5 of 16
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances,rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. 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 CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered,return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth MaxIT Corporation
Attn: Dana Burghdoff,Assistant City Manager Attn: Philip Baruch,President
200 Texas Street 2771-29 Monument Road MS355
Fort Worth,TX 76102-6314 Jacksonville,FL 32225
Facsimile: (817)392-8654 Facsimile:
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
Vendor Services Agreement Page 6 of 16
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
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.
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, 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, epidemics, pandemics, 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 A,B,and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A,B and C, contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
Vendor Services Agreement Page 7 of 16
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed in multiple counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a
PDF or tiff image,or a signature, shall be treated as and shall have the same effect as an original.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully
Vendor Services Agreement Page 8 of 16
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
This provision shall only apply if Vendor has ten or more full time employees and this Agreement
is for $100,000.00 or more. Vendor acknowledges that in accordance with Chapter 2270 of the Texas
Government Code,the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and
(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall
have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this contract,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract.
31. CONFIDENTIAL INFORMATION
Vendor acknowledges that City is a governmental entity and is subject to the Texas Public
Information Act ("Act"). By executing this agreement, Vendor acknowledges that this agreement will be
publicly available on the City's website, and Vendor is therefore waiving any claim of confidentiality,
whether based in statute or the common law, to any and all materials contained as part of this agreement
including all documents and information referenced herein or attached hereto.
(signature page follows)
Vendor Services Agreement Page 9 of 16
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
Ala�GA�lGl/ responsible for the monitoring and administration of
By: Dana Burghdoff(S 21,202 1:15CDT) this contract,including ensuring all performance and
Name: Dana Burghdoff reporting requirements.
Title: Assistant City Manager
Date:
09/21/2020
By: �
Name: Timothy Shidal
APPROVAL RECOMMENDED: Title: Administrative Services Manager
By. �74-- APPROVED AS TO FORM AND LEGALITY:
Name: Marilyn Marvin
Title: Assistant Library Director By:
g444annq� Name: Jessika Williams
ATTEST: ��F FOR..00 Title: Assistant City Attorney
a-o %aAa°o Ordinance No.24161-04-2020
Pvo o=d
�V� Q TF 0000. q CONTRACT AUTHORIZATION:
Q
By Q n�°apg44 M&C•
Name: Mary J.Kayser
Title: City Secretary
MazIT Corporation:
By: "�i /°
Name. Philip Baruch
Title: President
Date: 09/16/2020
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement Page 10 of 16
EXHIBIT A
SCOPE OF SERVICES
On receipt of an executed agreements,Vendor will start a formal project. The purpose of the formal project
is to provide a secure,online,web-based, software-as-a-service,Learning Management System(LMS) for
the Fort Worth Public Library that includes a comprehensive set of regularly updated tutorials that highlight
skills needed in public libraries. City will have a dedicated Vendor Project Manager who will bring in
Vendor resources as needed for web design, programming, database administration and leadership as
needed. The designated Vendor Project Manager will work with at least one dedicated resource from the
City through the life of the project.
Vendor projects are managed in an on-line Project Management(PM) system. Project meetings will occur
through web collaboration where the project management system is shared.The PM system offers a central
/ single source of project activity that is available 24/7 to all project members and becomes a post-project
repository of work done, key decisions made, shared documents which will make support of the system
much easier in the outward years as new people get involved in using the system or when changes need to
be made.
The Project Team will meet weekly to review project activities.
• Project Team will consist of the following individuals:
o Vendor Project Manager
o Fort Worth Public Library's Project Manager
• Weekly meetings will be setup to review project activities of work completed, current work and
future work. The weekly meeting is not designed to get into the details of implementation. The
weekly meeting is scheduled for 30 minutes,and most meetings will be 15 minutes or less.
• Break-out meetings will be scheduled to deal with implementation details. Breakout meetings will
be scheduled for as much time as is needed.
• Virtual meetings will be recorded with City permission to share with project members and to link
back to the project site for future reference.
The Vendor's PM system will track and manage details with an expectation that City will sign-off on
milestones and,if appropriate,on individual tasks.
Key Milestones of the Project Plan: Actual dates, milestones and tasks will be defined during the
Preliminary Implementation Planning Conference ("PIPC") and may change to the preferences of the
Vendor Project Manager and City liaison.
WEEK 1
• Preliminary Implementation Planning Conference("PIPC")Meeting: This is a project kick-off call that
introduces the PM system,team members and proposes milestones,tasks and timelines.
• Single Sign-On(SSO)Meeting: Break out meeting to discuss SSO requirements,the identity attribute
to use and metadata.
• HR Integration Meeting: Break out meeting to discuss additional details about HR integration.
• Milestone: Staging System is established.
WEEK 2
• HR/SSO is implemented
Vendor Services Agreement—Exhibit A Page 11 of 16
• Vendor Web Design Review/Implementation: Vendor Web designer in coordination with Project
Manager,works with City to establish the base style sheet and branding.
• Training Plan/Initial Training Targets: City is given all training resources and is assigned the Certified
LMS Administration(CLA)program. Additional training webinars may be scheduled as needed.
• Roles/Permissions/Dashboard: City decisions are made around any changes from the standard set of
roles/permissions/dashboard used. Vendor will make any recommendations based on discussions.
Vendor implements roles and dashboards and completes initial configuration.
• Automated Communications: Decisions are made around initial automated communication and email
delivery options. Vendor implements accordingly. This includes the type of alerts utilized. As
communications will always change,this is just a starting,go-live set of communications to have ready
and tested. City reviews email templates and makes any needed edits.
• Report Configuration: Like automated communication, this will change over time. Thus, this step is
just defining any additional reporting requirements the City may have beyond the standard reports as a
starting, go-live set of reports.
• Vendor Testing: Vendor brings the site through a 200-point check list of features and signs-off when
the site is ready for City.
• Milestone: Release Candidate
WEEK 3
• City testing of HR and SSO integrations
• Loading of City Data: City now loads courses, builds training plans and schedules classes. If during
project management it is determined that data can be mass loaded through spreadsheets, Vendor will
load relevant data.
• Testing of automated communications: City will review email alert conditions and email templates
through use case testing of emails. Vendor will work with client to set-up use cases and provide
additional training to customize email templates.
• City Testing: City will test agreed on implemented features including basic administration features like
adding a course, scheduling a class, building a learning track, manager role features of approving
training,running reports and user features including enrolling,finding training,launching training,and
user aesthetics.
• Go-live checklist/readiness
• Milestone: Ready to Go Live
WEEK 4
• Go Live
• Milestone: Production
Vendor Services Agreement Page 12 of 16
ON-GOING
• Post-project calls will occur the next 2 weeks to workout any unresolved issues.
• Decision is made to close the project and shift support needs to our on-line support system.
• Decision is made to meet monthly/quarterly to review system use,needs,and problem solve any issues.
Vendor Services Agreement Page 13 of 16
EXHIBIT B
PRICE SCHEDULE
The total payment shall not exceed$20,950 as referenced in Section 3—Compensation.
(1)Annual License for Ability LMS @$9,950/year
• Unlimited users: While the system allows for unlimited users, the system is sized to support a
maximum concurrency of 500 users. The system can be upgraded to support higher levels of
concurrency either for temporary needs or long-term needs.
• Implementation and Training: This is a 40-hour allowance of a suite of consulting hours including
project management, development of specialized training materials, webinars, and any other
needed services to implement the system. In addition to the time allowance,this includes unlimited
access to all training materials to qualified users of the system.
• Bug-fixes,upgrades and new releases:All bug fixes,new releases and technical support is included
in the annual subscription at no additional cost. An allowance of 10 hours/year is included for
implementation.In some cases,a new feature may need additional implementation services that go
beyond the 10-hour allowance in which case the client will receive a statement of work. Our
architecture is such that a new feature is not a requirement and can be disabled if not
used/implemented.
(2)Additional consulting hours @$6,000/year
• Based on current known requirements, total project effort is projected to be in the 20-hour range.
if the city needs more than 40 hours of consulting hours,which could occur if people change roles
or due to a change in scope,vendor will provide a proposal for additional hours at a reduced labor
rate tied to an agreed upon statement of work.
• Additional consulting hours to be charged at$150.00/hour in increments of 20 hours.
• City will not request any more than 40 additional consulting hours within an annual cycle without
an amendment to this agreement.
(3)Federated(SAML2) single sign-on @$2,500/year
• Includes all services need to implement and support SSO against the City identity provider.
(4)HR integration @$2,500/year
• Includes all services needed to support the set-up and implementation of automatically loading
users from the City's Human Capital Management System.
(5)Certificate manager @$0/year
• Allows the client to create an unlimited number of custom certificates for completion of individual
courses and learning tracks (a collection of courses). Includes all services need to implement and
support plus all new releases.
(6)Virtual classroom manager add-on @$0/year
• Tool does not replace City's webinar tools. This tool shows scheduled webinars, allows for
registration and connecting to the webinar through Ability LMS, auto-tracks participation and
allows a recording to be linked back to ability for sharing to attendees or any audience defined in
Ability LMS.
(7)Cost for content libraries @$0/year
• This includes the Tech Training Library and the MaxIT Safety Hero Library. As new courses are
added to these libraries,they will be made available at no additional charge.
Vendor Services Agreement—Exhibit B Page 14 of 16
Other Possible Costs
Any additional services or customizations require a Statement of Work that defines scope and cost.
Vendor Services Agreement Page 15 of 16
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
MaxIT Corporation
2771-29 Monument Road MS355
Jacksonville,FL 32225
Vendor hereby agrees to provide City with independent audit basic financial statements,but also the fair
presentation of the financial statements of individual funds. If audited financial statements are unavailable,
vendor hereby agrees to provide unaudited financial statements compiled, reviewed and attested by an
independent certified public accountant or certified public accounting firm.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name: Earle E Baruch
Position: Principal Partner
q, a'-
Signature
2. Name: Philip K Baruch
Position: Principal Partner
Q if f< &aA
Signs
3. Name:
Position:
Signature
Name: Philip K Baruch
ILA A
Signature if President/CEO
Other Title:
Date: 09/17/2020
Vendor Services Agreement—Exhibit C Page 16 of 16