HomeMy WebLinkAboutContract 54771 City Secretary Contract No. 54771
FORT WORTH,
"1141
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement("Agreement")is made and entered into by and between the City
of Fort Worth, a Texas home-rule municipal corporation(the"City"or"Client") and Kilan Holdings, Inc.,
d/b/a Kilan Solutions, a Texas corporation ("Vendor"). City and Vendor are each individually referred to
herein as a"party"and collectively referred to as the"parties."The term"Vendor"shall include Vendor,its
officers, agents, employees, representatives, contractors or subcontractors. The term"City" shall include
its officers,employees,agents,and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—Milestone Acceptance Form;
5. Exhibit D—Network Access Agreement; and
6. Exhibit E—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents,the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees,representatives, servants,contractors or subcontractors,as applicable.
The term"City"shall include its officers,employees,agents,and representatives.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with consulting services to support the procurement and selection of a new Project Management
Information System. Specifically,Vendor will perform all duties outlined and described in the Statement
Of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further
referred to herein as the"Services."Vendor shall perform the Services in accordance with standards in the
industry for the same or similar services. In addition,Vendor shall perform the Services in accordance with
all applicable federal, state, and local laws, rules, and regulations, in all material respects. If there is any
conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below ("Effective Date") and shall expire no later than December 31, 2021 ("Expiration Date") unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by mutual
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agreement of the parties.
3. Compensation. City shall pay Vendor an amount not to exceed Ninety-Four Thousand,
Eight Hundred Forty-Four Dollars and 0/100 ($94,844.00) in accordance with the provisions of this
Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes.Vendor shall not perform any additional services 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. City agrees to pay all invoices of Vendor within thirty(30)days of receipt of such invoice.
4. Termination.
4.1. Convenience.Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)business days after receipt of
written notice from the non-breaching party, or other time frame as agreed to by the parties. If the
breaching party fails to cure the breach within the stated period of time, the non-breaching party
may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or
equity, immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder,the City will promptly notify Vendor
of such occurrence prior to the beginning of the fiscal year for which appropriations were not
received 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.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement.In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine readable format or other format
deemed acceptable to the City.Notwithstanding the foregoing,the Vendor shall be entitled to keep
(i)one copy of any such information or data in its legal/compliance files as required to satisfy legal,
regulatory or professional obligations, and (ii) electronic files automatically backed up or stored
pursuant to Vendor's customary information technology management procedures until such
electronic files are deleted in the ordinary course (provided that any such retained data or
information shall remain subject to Section 5).
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or,to the actual knowledge of Vendor,potential conflicts
of interest related to Vendor's services under this Agreement. In the event that any conflicts of
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interest arise after the Effective Date of this Agreement,Vendor hereby agrees to immediately make
full disclosure to the City in writing of any conflicts of interest that it is aware of(except to the
extent such disclosure to the City is not permitted by applicable laws or regulations).
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all nonpublic and proprietary information or data provided to it by the City
("City Information") as confidential and shall not disclose any such information to a third party
without the prior written approval of the City, except to the extent such disclosure is required by
applicable law. The City, for itself and its officers, agents and employees, agrees that it shall treat
all nonpublic and proprietary information or data provided to it by Vendor("Vendor Information")
as confidential and shall not disclose any such information to a third party without the prior written
approval of the Vendor,except to the extent such disclosure is required by Section 5.3.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller in writing. It will be the responsibility of Seller to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City,but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the City promptly if the security or integrity of any
City information has been compromised or is believed to have been compromised,in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall cooperate in good
faith with the City to protect such confidential information from further unauthorized disclosure.
City shall store and maintain Vendor Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt Vendor Information in any way.
City shall notify Vendor promptly if the security or integrity of any Vendor information has been
compromised or is believed to have been compromised, in which event, City shall, in good faith,
use all commercially reasonable efforts to cooperate with Vendor in identifying what information
has been accessed by unauthorized means and shall cooperate in good faith with Vendor to protect
such confidential information from further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three(3)years after final
payment under this Agreement, have reasonable access to and the right to examine during normal
working hours any directly pertinent books,documents,papers and records of the Vendor involving
transactions relating to this Agreement at no additional cost to the City.Vendor agrees that the City
shall have reasonable access during normal working hours to all necessary Vendor facilities and
shall be provided adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this section. The City shall give Vendor not less than 10 days prior written
notice of any intended audits.
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6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3)
years after final payment of the subcontract, have reasonable access to and the right to examine
during normal working hours any directly pertinent books, documents,papers and records of such
subcontractor involving transactions related to the subcontract, and further that City shall have
reasonable access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this paragraph. City shall give subcontractor not less than 10 days prior written notice of any
intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent,representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers,agents, servants and employees, and Vendor,its officers,agents,employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
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 THE PRIMARY
CAUSE OF WHICH ARE THE GROSSLY NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES. CITY SHALL BE LIABLE AND
RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL EMPLOYEES,
OFFICERS,AGENTS OR SERVANTS OF VENDOR, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT THE PRIMARY CAUSE OF
WHICH ARE THE GROSSLY NEGLIGENT ACT(S)OR OMISSION(S),MALFEASANCE
OR INTENTIONAL MISCONDUCT OF CITY,ITS OFFICERS,AGENTS,SERVANTS OR
EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS PERSONAL INJURY,
INCLUDING DEATH,TO ANY AND ALL PERSONS,AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN
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CONNECTION WITH THIS AGREEMENT, TO THE EXTENT THE PRIMARY CAUSE
OF WHICH ARE THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OF VENDOR,ITS
OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
NOTWITHSTANDING ANYTHING HEREIN IN THIS SECTION 8 TO THE CONTRARY,
EXCEPT WITH RESPECT TO LOSSES ARISING FROM A THIRD-PARTY CLAIM,
VENDOR'S MAXIMUM LIABILITY UNDER THIS SECTION 8 SHALL NOT EXCEED
THE AMOUNT ACTUALLY PAID BY THE CITY TO VENDOR FOR THE SERVICES
CONTEMPLATED BY THIS AGREEMENT.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder by Vendor and that is owned by Vendor, including but not
limited to: programs, documentation, software, analyses, applications, methods,
ways, and processes (in this Section 8C each individually referred to as a
"Deliverable" and collectively as the"Deliverables,") do not infringe upon or violate
any patent, copyrights,trademarks, service marks, trade secrets, or any intellectual
property rights or other third party proprietary rights,in the performance of services
under this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent,copyright,trademark,service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Vendor agrees to indemnify,defend,settle,or pay, at its own cost and
expense, including the payment of reasonable attorney's fees, any claim or action
against the City for infringement of any patent,copyright,trade mark,service mark,
trade secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses all or any portion of the Deliverable(s). So long as Vendor
bears the reasonable cost and expense of payment for claims or actions against the
City pursuant to this section 8,Vendor shall have the right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim;however,City shall have the right to participate,
at its sole cost and expense,in any and all such settlement,negotiations,or lawsuit as
necessary to protect the City's interest, and City agrees to cooperate with Vendor in
doing so. In the event City, for whatever reason, assumes the responsibility for
payment of reasonable costs and expenses for any claim or action brought against the
City for infringement arising under this Agreement,the City shall have the sole right
to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however,
Vendor shall have the right to participate, at its sole cost and expense,and cooperate
with the City in defense of,such claim or action and all negotiations for its settlement
or compromise.City agrees to give Vendor timely written notice of any such claim or
action, with copies of all papers City may receive relating thereto. Notwithstanding
the foregoing,the City's assumption of payment of reasonable costs or expenses shall
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not eliminate Vendor's duty to indemnify the City under this Agreement for such
reasonable costs and expenses. If the Deliverable(s), or any part thereof,is held to
infringe and the use thereof is enjoined or restrained or,if as a result of a settlement
or compromise, such use is materially adversely restricted, Vendor shall, at its own
expense and as City's sole remedy,either: (a)procure for City the right to continue to
use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-
infringing, provided that such modification does not materially adversely affect
City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)
with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor,terminate this Agreement, and refund
all amounts actually paid to Vendor by the City,subsequent to which termination City
may seek any and all remedies available to City under law. VENDOR'S
OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE
INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS
AGREEMENT. Neither party hereto may enter into a compromise or settlement in
respect of any claim or action without first obtaining the other party's prior written
consent.
8.4. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring.If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under this Agreement or in connection with the performance of any services
performed under this Agreement or any Statement(s)of Work("Data Breach"),Vendor shall
promptly notify City in writing and shall cooperate in good faith with City at Vendor's
expense to prevent or stop such Data Breach.In the event of such Data Breach,Vendor shall
promptly comply,in all material respects,with applicable laws,and shall take the appropriate
commercially reasonable steps to remedy such Data Breach. Vendor will defend, indemnify
and hold City, its Affiliates, and their respective officers, directors, employees and agents,
harmless from and against any and all claims, suits,causes of action,liability,loss, costs and
damages, including reasonable attorney fees, arising out of or relating to any third party
claim arising from breach by Vendor of its obligations contained in this Section,except to the
extent resulting from the acts or omissions of City or except to the extent the Data Breach
arises from or relates to the City's Network systems.All Personal Data to which Vendor has
access under this Agreement and that was provided to it by City,as between Vendor and City,
will remain the property of City. City hereby consents to the use,processing and/or disclosure
of such Personal Data only for the purposes described herein and to the extent such use or
processing is necessary for Vendor to carry out its duties and responsibilities under this
Agreement, any applicable Statement(s) of Work, or as required by law.Vendor will not
transfer such Personal Data to third parties other than through its underlying network
provider to perform its obligations under this Agreement, unless authorized in writing by
City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full
effect if the Data Breach is the result of the actions of a third party(except to the extent such
Data Breach arises from or relates to the City's Network systems,in which case,Vendor shall
not have any obligation to defend, hold harmless and indemnify City). All Personal Data
delivered to Vendor shall be stored in the United States or other jurisdictions approved by
City in writing and shall not be transferred to any other countries or jurisdictions without
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the prior written consent of City.
9. Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall,among other things,agree to be bound by the duties and obligations of the Vendor under this
Agreement as such duties and obligations may apply.The Vendor shall provide the City with a fully
executed copy of any such subcontract.
9.2. MBE Goal—Intentionally Deleted
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors&Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
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occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed$50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
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officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply, in
all material respects,with all applicable federal, state and local laws, ordinances,rules and regulations. If
the City notifies Vendor of any material violation of such laws, ordinances, rules or regulations, Vendor
shall immediately desist from and use commercially reasonable efforts to 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
the City and hold the City harmless from such claim(provided that, except with respect to any third-party
claim,Vendor's maximum liability shall not exceed the amount actually paid to Vendor by the City for the
services herein).
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 THE CITY: TO VENDOR:
City of Fort Worth Kilan Solutions
Attn:Assistant City Manager Attn: Pamela Paul
200 Texas Street 5700 Granite Parkway, Suite 560
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Fort Worth TX 76102 Plano,Texas 75024
Fax: 972-212-5276
With Copy to the City Attorney
at same address
14. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement,without the prior written consent of the person's employer.This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
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 Mdj ure. The City and Vendor shall exercise their reasonable best efforts to meet
their respective duties and obligations as set forth in this Agreement(except to the extent expressly provided
otherwise),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,pandemics(including the COVID-19 pandemic), civil unrest and/or any other similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
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documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein.Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's
option,Vendor shall either(a)except to the extent such breach is immaterial,use commercially reasonable
efforts to re-perform the services in a manner that conforms with the warranty, or (b) to the extent the
nonconforming services are material, refund the fees paid by the City to Vendor for such nonconforming
services.
26. Milestone Acceptance. Vendor 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 Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendor shall have ten(10) days from
receipt of such notice to correct any deficiencies and resubmit the corrected deliverable. Payment to the
Vendor shall not be authorized unless the City accepts the deliverable in writing in the form attached.The
City's acceptance will not be unreasonably conditioned,withheld or delayed.
27. Network Access.
27.1. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the
City's computer network in order to provide the services herein,Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum.No changes,modifications,alterations,
or amendments shall be made to the Security Addendum. The document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
Vendor Services Agreement—Technology(Rev.
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28. Immigration Nationality Act. Vendor shall use reasonable best efforts to verify the identity
and employment eligibility of its employees who perform work under this Agreement,including completing
the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with
copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor shall adhere,in all material respects,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.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if
either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations, services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall promptly notify the other party in writing
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 reasonable 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 to it pursuant to and in accordance with the terms of
this Agreement 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.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than$100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
31. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
Vendor Services Agreement—Technology(Rev.
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31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing,storage,or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who,in the course and scope of
employment or business, installs,repairs, or otherwise services a computer for a fee. This
shall include installation of software,hardware, and maintenance services.
31.2. Reporting Requirement.If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography,Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children.The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. 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(s) 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"E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties
and Obligations),5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
(signature page follows)
Vendor Services Agreement—Technology(Rev.
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City Secretary Contract No.
ACCEPTED AND AGREED:
CITY.
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Via, of this contract,including ensuring all
By: Valerie Washington(Nov 2,202010:28 CST) performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Nov 2,2020 By: Leah M.He(Oct 21,202014:58 CDT)
Name: Leah Huff
APPROVAL RECOMMENDED: Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Kevin Gunn
Title: Director,IT Solutions By: trong(Nov 1,202016:3
aoovonn�� Name: John B. Strong
ATTEST: a of FORT46 Title: Assistant City Attorney
o
o °_, CONTRACT AUTHORIZATION:
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n,6p5 M&C: NA
gq
By: Date Approved:NA
Name: Mary J.Kayser
Title: City Secretary Form 1295 Certification No.: NA
VENDOR:
Kilan Solutions
A Pal-,
By:
Name: Pamela Paul
Title: CEO
Date: Oct 21,2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement—Technology(Rev.
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City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
Vendor Services Agreement—Technology—Exhibit A Page 15
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solutions
Scope of Services
City of Fort Worth — Project Management Information System (PMIS) Consultant
Phase 1: Procurement Support Services
General Project Description
Kilan Solutions ("Kilan") will provide consulting services to the City of Fort Worth (the "City") supporting
the procurement and selection of a Project Management Information System ("PMIS") for the City's
Transportation and Public Works, Parks and Recreation, Water and Property Management departments.
The detailed scope for this project can be referenced in Kilan's Statement of Qualifications(SOQ)for RFQ
No. 20-0164, submitted to the City on June 18, 2020.
Scope of Services
Task 1.1: Project Management
Kilan will provide project management services for this phase of the project.These services include:
• The coordination and facilitation of the project kick-off meeting.The format of this meeting to be
determined and agreed upon by the City and Kilan.
• The development of the Project Management Plan (PMP) providing the governance model for the
management of the project.The PMP will include:
o The Project Charter defining the scope and goals for the project.
o The Resource Management Plan defining the roles and responsibilities of project
stakeholders.
o The Project Schedule providing all tasks and activities required to execute and complete
the project.
o The Communications Management Plan documenting the means and methods governing
the written and verbal communications practices for the project.
o The Quality Management Plan providing the means and methods used to ensure the
quality and completeness of conducted work and deliverables.
o The Risk Management Plan describing the process used to identify, manage and track
project risks.
o The Change Management Plan providing a structure and process for how change requests
will be handled for the project.
• The development of document management processes and procedures used to track working and
final project documentation as well as supporting project information.
• The coordination and facilitation of recurring weekly and monthly project meetings. The format
and frequency of these meetings to be finalized and agreed upon by the City and Kilan.
• The development of project reports providing weekly and monthly project metrics and status to
project stakeholders.
• The development of project closeout processes and procedures.
Task 1.1: Deliverables
1. Project Management Plan (PMP)
2. Project Meeting Agendas and Minutes
3. Project Status Reports
Page 1 of 4 Confidential September 4,2020
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Task 1.2: Requirements Development
Kilan will support the City throughout the requirements development activities for this project by:
• Coordinating and facilitating meetings and workshops with project stakeholders to develop
functional, technical, performance, training and post-implementation requirements. The format
and frequency of these meetings to be determined and agreed upon by the City and Kilan.
• Coordinating and facilitating meetings and workshops with project stakeholders to develop key
business processes for this project.The format and frequency of these meetings to be determined
and agreed upon by the City and Kilan.
• Developing preliminary and final functional, technical, performance, training and post-
implementation requirements in a format(to be determined by the City and Kilan)that allows RFP
proposers to adequately respond to their ability to meet the requirements, and provides the City
the ability to effectively evaluate the responses received.
• Developing preliminary and final key business processes to be included in the RFP in a format to be
determined and agreed upon by the City and Kilan. The final business processes can be provided
to the future PMIS System Integrator during the discovery phase of the PMIS implementation, to
be utilized in configuration of the system.
• Utilizing document control processes to manage the versioning, review and distribution of working
and final documents.
Task 1.2: Deliverables
1. Project Meeting Agendas and Minutes
2. Preliminary Requirements Document
3. Final Requirements Document
4. Preliminary Key Business Process Documents
5. Final Key Business Process Documents
Task 1.3: RFP Development Support
Kilan will support the City throughout the development,finalization and release of the PMIS RFP document
and its supporting materials. Kilan's services will include:
• Coordinating and facilitating meetings with project stakeholders during the RFP development
cycle.The format and frequency of these meetings to be determined and agreed upon by the City
and Kilan.
• Supporting the City in the development of the RFP's key sections including but not limited to the
executive summary, technical scope, City-specific questions/response items, pricing form,
evaluation criteria and weighting factors, contract form and insurance requirements.
• Facilitate project stakeholder review of preliminary and final RFP documentation.
• Developing and documenting the process the City will follow in coordinating and facilitating
demonstrations of the PMIS software for shortlisted proposers.
• Developing scoring sheets to be used in the evaluation and scoring of the proposals received, as
well as the scoring of the short-listed proposer interviews and demonstrations.The format of this
documentation to be determined and agreed upon by the City and Kilan.
• Supporting the City in the release of the RFP to the public.
Task 1.3: Deliverables
1. Project Meeting Agendas and Minutes
2. Preliminary RFP Document
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3. Final RFP Document
4. Scoring Sheets and Evaluation Criteria
Task 1.4: RFP Process Support
Kilan will provide support to the City throughout the RFP process including the selection and contract
negotiations with the future PMIS System Integrator. Kilan's services will include:
• Coordinating and facilitating meetings with project stakeholders as required. The format and
frequency of these meetings to be determined and agreed upon by the City and Kilan.
• Providing support to the City to coordinate, prepare and facilitate the pre-bid meeting.
• Supporting the development of responses to proposer questions and release of addenda required
for the project.
• Supporting the City with review and evaluation of proposals received.
• Supporting the City with proposer reference checks.
• Coordinating and facilitating interviews and demonstrations with the shortlisted PMIS System
Integrators, and providing supporting documentation such as demonstration scripts for the City's
use.
• Supporting the City in compiling the scoring for the proposals and demonstrations.
• Supporting the City during contract negotiations with the selected PMIS System Integrator.
• Supporting the City as needed to prepare Council presentation materials.
Task 1.4: Deliverables
1. Project Meeting Agendas and Minutes
2. Proposer Question Responses
3. Proposal Evaluation Report
4. Reference Check Questions
5. Questions and Demonstration Scripts
6. Demonstration Evaluation Report
7. Council Presentation Materials(if required)
Project Timeline
It is assumed that the project's Phase 1: Procurement Support Services will be completed within six (6)
months of issuance of Notice to Proceed (NTP).
Assumptions
Kilan makes the following assumptions for Phase 1: Procurement Support Services of this project:
• The City can elect to extend the term of this contract to include additional scope and budget
providing owner's representation services for the Phase 2: Implementation Support Services
portion of this project.
• The City will provide Kilan access to the City's network and any relevant applications and
environments Kilan will need to execute the project.
• The City will provide Kilan access to an available document management tool to support this
project's document control processes and procedures.
• The City will include Kilan resources in any project meetings, not coordinated by Kilan, relevant
to the project.
• The City will provide Kilan access to all available documentation that has been developed by the
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City for this project, including existing technical and operational documentation.
• The City will assign a dedicated Project Manager to act as the point of contact and provide
general oversight for the project.
• The City will provide the contract form template to be included in the RFP document.
• The City will provide Kilan with access to the City's personnel and resources as needed.
• The City personnel and resources will remain available throughout the life of the project.
• Organizational changes occurring within the City will not impact the project scope, schedule or
budget.
• Any additional fees associated with the execution of accepted project change requests will be
negotiated and managed via written authorization from the City based on the scope of the
proposed change.
• The City is ultimately responsible for the procurement, selection and contracting of the PMIS
System Integrator.
Exclusions
The following services are not included in the proposed scope for Phase 1: Procurement Support Services:
• Services to be provided for Phase 2: Implementation Support Services will be addressed in a
separate scope and fee document and represented in a contract change.
• Any tasks or activities relating to City projects outside the scope of the PMIS project.
• The execution of a detailed assessment of the City's existing technical and application
infrastructure.
• The coordination and facilitation of vendor demonstrations prior to RFP release.
• The provision of legal services during RFP development.
• Any scope items not included in this document.
Payment Schedule
Milestone Deliverable Description Deliverable(s) Payment
Ref No.
Milestone 1 Project initiation; PMP development 1. Final Project Management $9,316.00
and completion; document Plan (PMP)
management processes implemented.
Milestone 2 Preliminary and final requirements 1. Final Requirements $24,118.00
documents completed; preliminary Document
key business process document 2. Preliminary Key Business
completed. Process Documents
Milestone 3 Preliminary and final RFP document 1. Final RFP Document $27,812.00
completed,with final RFP released.
Milestone 4 PMIS System Integrator proposal and 1. Proposal Evaluation $33,598.00
demonstration evaluation completed Report
and evaluation reports delivered;final 2. Demonstration Evaluation
key business process document Report
completed and delivered. 3. Final Key Business Process
Documents
Total $94,844.00
Page 4 of 4 Confidential September 4,2020
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
The City will be billed upon acceptance of the milestones in accordance with Exhibit A of this agreement.
City agrees to pay all invoices of Vendor within thirty(30)days of receipt of such invoice.
Payment Schedule
Milestone deliverable Description Deliverable(s) Payment
Ref No.
Milestone 1 Project initiation; PM development 1. Final Project Management $9,316.00
and completion;document Plan(PMP)
management processes implemented.
Milestone 2 Preliminary and final requirements 1. Final Requirements $24,118.00
documents completed; preliminary Document
key business process document 2. Preliminary Key Business
completed. Process Documents
Milestone 3 Preliminary and final RFP document 1. Final RFP Document $27,812.00
completed, with final RFP released,
Milestone PMIS System Integrator proposal and 1. Proposal Evaluation $33,598.00
demonstration evaluation completed Report
and evaluation reports delivered;final 2. Demonstration Evaluation
key business process document Report
completed and delivered. 3, Final Key Business Process
Documents
Total $94,844.00
Vendor Services Agreement—Technology—Exhibit B Page 20 of
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City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered: Project initiation; PMP development and completion,document management
processes implemented.
Milestone/Deliverable Ref. #: Milestone#1
Milestone/Deliverable Name: Final Project Management Plan(PMP)
Unit Testing Completion Date: N/A
Milestone/Deliverable Target Completion Date: 30 business days from Project Start
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Project Start will commence with Project Kickoff Meeting
Approved by Vendor: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Vendor Services Agreement—Technology—Exhibit C Page 21
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City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered: Preliminary and final requirements documents completed;preliminary key
business process documents completed.
Milestone/Deliverable Ref. #: Milestone#2
Milestone/Deliverable Name: Final Requirements,Preliminary Business Process Documents
Unit Testing Completion Date: N/A
Milestone/Deliverable Target Completion Date: 90 business days from Project Start t
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Project Start will commence with Project Kickoff Meeting
Approved by Vendor: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Vendor Services Agreement—Technology—Exhibit C Page 22
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City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered: Preliminary and final RFP documents completed,with final RFP released.
Milestone/Deliverable Ref. #: Milestone#3
Milestone/Deliverable Name: Final RFP
Unit Testing Completion Date: NA
Milestone/Deliverable Target Completion Date: 120 business days from Project Start
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Project Start will commence with Project Kickoff Meeting
Approved by Vendor: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Vendor Services Agreement—Technology—Exhibit C Page 23
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City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered: PMIS System Integrator proposal and demonstration evaluation completed and
evaluation reports delivered; final key business process document completed and
delivered.
Milestone/Deliverable Ref. #: Milestone#4
Milestone/Deliverable Name: Proposal and Demonstration Evaluation Report; Final Process Documents
Unit Testing Completion Date: NA
Milestone/Deliverable Target Completion Date: 180 business days from Project Start t
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Project Start will commence with Project Kickoff Meeting
Approved by Vendor: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Vendor Services Agreement—Technology—Exhibit C Page 24
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City Secretary Contract No.
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide consulting
services. In order to provide the necessary support, Vendor needs access to the City's Network and
applications as needed,i.e. internet,intranet,HEAT system,and INNOTAS ("Access").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing consulting services to support the procurement and selection of
a new Project Management Information System. 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 Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor.
Access is being granted for purposes of completing services for the City pursuant to the Agreement and
Access shall expire at the completion of the,or upon termination of the Agreement,whichever occurs first.
4. Renewal. This Network Access Agreement shall be renewed in accordance with the
Agreement if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor 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,Vendor
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 and/or termination of this Network Access Agreement.
5. Network Restrictions.Vendor officers,agents, servants,employees or representatives may
not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its
authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Network Access Agreement. A breach by Vendor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City
immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement and the
Network Access Agreement,and pursue any other remedies that the City may have under the Agreement or
this Network Access Agreement or at law or in equity.
5.1. Notice to Vendor Personnel—For purposes of this section,Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be
responsible for specifically notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
City's Network:
Vendor Services Agreement—Technology—Exhibit D Page 25 of
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City Secretary Contract No.
5.1.1. Vendor shall be responsible for any City-owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting
personally-owned computer equipment to the City's Network;
5.1.3. Vendor Personnel shall protect City-issued passwords and shall not allow
any third party to utilize their password and/or user ID to gain access to the City's Network;
5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of
Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Vendor Personnel shall not copy or duplicate electronic information for
use on any non-City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Network Access Agreement at any time and for any reason with or without notice, and
without penalty to the City.Upon termination of this Network Access Agreement,Vendor agrees to remove
entirely any client or communications software provided by the City from all computing equipment used
and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the
City's Network.
7. Information Security. Vendor 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. Vendor 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 Vendor-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.
Vendor Services Agreement—Technology—Exhibit D Page 26 of
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City Secretary Contract No.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
At. of this contract,including ensuring all
By: Valerie Washington(Nov 2,2020 10:28 CST) performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
QA�20
Date: Nov2,2020 By: Leah M.H (Oct 21,202014:58 CDT)
Name: Leah Huff
APPROVAL RECOMMENDED: Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By.
Name: Kevin Gunn0.15? t28�
Title: Director,IT Solutions By: trong(Nov 1,202016:3 T)
444���4q� Name: John B. Strong
ATTEST: " 0 ao
.......... o0,� Title: Assistant City Attorney o
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dd o *A CONTRACT AUTHORIZATION:
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By: aa44 Date Approved:NA
Name: Mary J.Kayser
Title: City Secretary Form 1295 Certification No.: NA
VENDOR:
Kilan Solutions
P Pald
By:
Name: Pamela Paul
Title: CEO
Date: Oct 21,2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement—Technology—Exhibit D Page 27 of
28
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Kilan Solutions
5700 Granite Parkway, Suite 560
Plano,Texas 75024
Consulting Services
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the 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 Company. The 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.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:Oct 21,2020
Vendor Services Agreement—Technology—Exhibit E Page 28
of 28