HomeMy WebLinkAboutContract 55243 DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
City Secretary Contract No. 55243
T WORTE.,
OR
VENDOR SERVICES AGREEMENT
(Informalion 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 the University of
Massachusetts, Amherst, on behalf of its Center for Collaborative Adaptive Sensing of the Atmosphere
("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(Intentionally Deleted);
4. Exhibit C—Milestone Acceptance Form (Intentionally Deleted);
5. Exhibit D—Network Access Agreement;
6. Exhibit E—Signature Verification Form(Intentionally Deleted); and
7. Exhibit F—Memorandum of Understanding
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents,the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term"City" shall include its officers,employees,agents, and representatives.
1. Scope of Services. Vendor- hereby agrees, with good faith and due diligence, to provide
the City with improvements to the Fort Worth facing CASA website. 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. 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
OFFICIAL RECORD
Vendor Services Agreement—Technology(Rev. 8/19)
CITY SECRETARY
FT. WORTH, TX
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terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties.
This Agreement may be renewed for four(4) at the City's option, each a`'Renewal Term." The City shall
provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each
term.
3. Compensation. In accordance with the provisions of this Agreement,Vendor will provide
the Services in exchange for the unspent fifty eight thousand and two hundred forty seven and 23/100
dollars($58,247.23)remaining from the three hundred thousand and 00/100 dollars($300,000.00)that City
previously transferred to Vendor under City Secretary Contract No. 44200, attached hereto as Exhibit"F"
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 parry commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching parry that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching parry,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 notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
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.
5. Disclosure of Conflicts and Confidential information.
5.1. Disclosure of Conflicts.Vendor hereby represents to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing.
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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 information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
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 Vendor.Itwill be the responsibility of Vendorto 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 immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after
expiration of this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The City shall give Vendor not less than 10 days written notice of any intended
audits.
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 expiration of the subcontract,have access to and the right to examine at reasonable times
any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph.City shall give
subcontractor not less than 10 days written notice of any intended audits.
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
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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 — TO THE EXTENT PERMITTED BY APPLICABLE LAW,
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. INDEMNIFICATION - Vendor, as an agency of the Commonwealth of
Massachusetts does not have the authority to and shall not indemnify any entity. Vendor
agrees to pay,subject to the provisions of the Massachusetts Tort Claims Act(M.G.L.Chapter
258),for any loss,liability or expense,which arises out of or relates to Vendor's negligent acts
or omissions with respect to its obligations hereunder,where a final determination of liability
on the part of Vendor is established by a court of law or where settlement has been agreed to
by Vendor. This provision shall not be construed to limit Vendor's rights, claims or defenses
which arise as a matter of law or pursuant to any other provision of this Agreement. This
provision shall not be construed to limit the sovereign immunity of Vendor.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor represents that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software,analyses,applications,methods,ways,and processes(in this Section 8C each
individually referred to as a"Deliverable"and collectively as the "Deliverables,") do
not infringe upon or violate any patent,copyrights,trademarks,service marks,trade
secrets, or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement.
8.3.2. Intentionally deleted.
8.3.3. Intentionally deleted.
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
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immediately notify City in writing and shall fully cooperate with City at Vendor's expense to
prevent or stop such Data Breach. In the event of such Data Breach,Vendor shall fully and
immediately comply with applicable laws,and shall take the appropriate steps to remedy such
Data Breach.All Personal Data to which Vendor has access under this Agreement,as between
Vendor and City,will remain the property of City. City hereby consents to the use,processing
and/or disclosure of Personal Data only for the purposes described herein and to the extent
such use or processing is necessary for Vendor to carry out its duties and responsibilities
under this Agreement, any applicable Statement(s) of Work, or as required by law. Vendor
will not transfer Personal Data to third parties other than through its underlying network
provider to perform its obligations under this Agreement, unless authorized in writing by
City. All Personal Data delivered to Vendor shall be stored in the United States or other
jurisdictions approved by City in writing and shall not be transferred to any other countries
or jurisdictions without the prior written consent of City.
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 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. The Vendor, as an agent of the Commonwealth of Massachusetts, is a self-
insured entity. Vendor will maintain insurance coverage in conformance with limits described here:
hops://,A-ww.umassp.edu/ti casurerh-isk-management/general-insurance-info.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
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.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (l) 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:
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TO THE CITY: TO VENDOR:
City of Fort Worth University of Massachusetts,Amherst,on behalf of
Attn: Assistant City Manager its Center for Collaborative Adaptive Sensing of
200 Texas Street the Atmosphere
Fort Worth TX 76102 Attn: Carol Sprague
Office of Post-Award Management
With Copy to the City Attorney 100 Venture Way, Suite 201
at same address Hadley,MA 01035
OPAM(cr,,umass.edu
14. Solicitation of Employees. Vendor shall not, 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 City during the term
of this Agreement, without the prior written consent of the City. 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. Governin4 Law and Venue. Intentionally deleted.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. The City and Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including,but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other-similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only 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.
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23. Entireh' of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
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. Intentionally deleted.
26. Milestone Acceptance. Intentionally deleted.
27. Network Access.
27.1. Citv 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.
28. Immigration Nationalih'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. 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
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through this dispute resolution process. The disputing parry shall notify the other party in writing as soon as
practicable after discovering the claim,dispute, or breach. The notice shall state the nature of the dispute and
list the parry'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 a mutally-agreed location upon written consent of authorized representatives of
both parties in accordance with applicable rules governing mediation then in effect. The mediator shall be
agreed to by the parties.Each parry shall be liable for its own expenses, including attorney's fees;however,
the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through
mediation,then either party shall have the right to exercise any and all remedies available tinder law regarding
the dispute. Notwithstanding the fact that the patties 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:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Childpornography 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
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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.
34. Previous Agreement.The parties previously entered into a Memorandum of Understanding
which is attached hereto as Exhibit"F"and incorporated herein for all purposes.
(signature page follows)
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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
of this contract, including ensuring all
By: Dana Burghdoff(Jan 30,2o 1:06CSTre/- performance and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Jan 30,2021 B
Y:
Name: Ranjan S. Muttiah
APPROVAL RECOMMENDED: Title: Senior Professional Engineer
APPROVED AS TO FORM AND LEGALITY:
•GJ�LC7L
Y. William Johnso (Jan 29,202115:32 CST)
Name: William Johnson p 1
Title: William Johnson By: JB Strong(Jan 28, 02113:38 CST)
4,a444�n�
ppF°FORpaa Name: John B. Strong
ATTEST: p��°° °°°O�d Title: Assistant City Attorney
d#.o o d
�d*�o 0 CONTRACT AUTHORIZATION:
° M&C:
>� Ra�uxCf7 P. Co�uz�e: ��a °°°°°°°°°°
By: or Ronald P.Gonzales(Feb 1,202110:21CS1 nEXpSb�a Date Approved:
Name: Mary Kayser YY
Title: City Secretary Form 1295 Certification No.:
VENDOR:
University of Massachusetts,Amherst, on behalf of
its Center for Collaborative Adaptive Sensing of the
Atmosphere
Eb
DlocuSigned by:
Ft� 6
By: q�Rd�2�j]�'(�R'I
Name: John Fillio
Title: Interim Assistant Director
Office of Post Award Management
Date: 1/26/2021
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
CASA Scope of Services
1). improvements to the Fort Worth facing CASA website with the following:
a. Purchase and install server;transition City of Fort Worth current and future rain products
to server.
Estimated cost: $17,360.54
b. Accumulation of rainfall by location from the flood warning software (Contrail server)
for comparison against CASA radar measurements. This trace comparison will be
performed following rainfall events.
Estimated costs: $11,021.26
c. Provision of GIS data format from the CASA websites in the form of raster grids to the
City's server in current form, and with future enhancements to be determined jointly.
Estimated costs: $11,021.26
2).Additional development and deliverables,jointly determined, of radar derived and flood warning
related products.
Estimated costs: $18,844.17
The budget below reflects the agreed-upon budget allocation to accomplish the tasks set out above. The
projected amounts to complete each of the tasks above are estimates and subject to adjustment after work
commences.
Budget Justification
Salarv:
Brenda Philips, 3% effort, $3,104.98 salary, based on a 12-month faculty appointment.
Prof. Philips will ensure project goals are met and oversee the engineer's work.
Eric Adams, Engineer, 31%effort, $19,554.64 in salary. Research Fellow,Eric Adams
will purchase and install new server,transition City of Fort Worth current and future rain
products to server.He will also create a process/product that compares CASA rainfall and the City of Fort
Worth rain gauge network.
Fringe:
Total of$9,011.73 based on the 39.77% 2020 benefits rate provided on Kuali. $1,234.85
for Philips; $7,776.88 for Eric Adams.
Equipment over $5k:
Vendor Services Agreement—Technology—ExhibitA Page 11
of 19
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
City Secretary Contract No.
$6,654.00 for purchase of a server. See attached invoice.
Materials:
$675.50 for 2 NETGEAR 5-Port 10-Gigabit/Multi-Gigabit Ethernet Unmanaged Switch
with 1 SFP+ports,Desktop and Rackmount(XS505M). See attached quote.
(Cost overage wi I I be covered with other funds).
F&A:
$19,246.3 8
Total:
$58,247.23
Vendor Services Agreement—Technology—ExhibitA Page 12
of 19
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
A quote for your consideration.
Based on your business needs, we put the following quote together to help with your purchase
decision. Below is a detailed summary of the quote we've created to help you with your
purchase decision.
To proceed with this quote, you may respond to this email, order online through your
Premier page, or, if you do not have Premier, use this Quote to Order.
Quote No. 3000059168696.1 Sales Rep Isaac Payleitner
Total $6,653.62 Phone (800)456-3355, 5138424
Customer# 128145220 Email Isaac_Payleitner@Dell.com
Quoted On Apr. 07, 2020 Billing To UMASS AMHERST ACCOUNTS
Expires by May. 07, 2020 PAYABL
Solution ID 12342252 UNIV OF MA-AMHERST
Deal ID 17739226 100 VENTURE WAY RM 319
HADLEY, MA 01035-9430
Message from your Sales Rep
Please contact your Dell sales representative if you have any questions or when you're ready to place an order.
Thank you for shopping with Dell!
Regards,
Isaac Payleitner
Product Unit Price Qty Subtotal
PowerEdge R440 $6,653.62 1 $6,653.62
Subtotal: $6,653.62
Shipping: $0.00
Non-Taxable Amount: $6,653.62
Taxable Amount: $0.00
Estimated Tax: $0.00
Total: $6,653.62
Special lease pricing may be available for qualified customers. Please contact your DFS Sales Representative for
details.
Page 1 Dell Marketing LP. U.S.only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682
IN DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2 https://www.newegg.com/netgear-xs505m-100nas-4-x-10-gig-multi...
Small parcel delivery delays are expected later this month.Shop early to ensure your items arrive in time.Orders placed on 12/24 won't ship until 12/28.
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Home > Networking > Servers&Workstations > Switches > Netgear Inc. > Item#:N82E16833122953
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DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Intentionally Deleted.
Vendor Services Agreement—Technology—Exhibit B Page 13 of 19
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Intentionally Deleted.
Vendor Services Agreement—Technology—ExhibitC Page 14
of 19
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
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 description of
services. In order to provide the necessary support,Vendor needs access to description of specific Network
systems to which Vendor requires access, i.e.Internet, Intranet,email,HEAT System, etc. ("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 description of services. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide 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 15 of 19
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
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
C ity;
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 16 of 19
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
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
z?astez, of this contract, including ensuring all
By: Dana Burghdoff(Jan 30,20 1:0ec5 performance and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Jan 30,2021 By:
Y
Name: Ranjan S. Muttiah
Approval Recommended: Title: Senior Professional Engineer
Approved as to Form and Legality:
wniamwhlw(Jan 29,20211532 CST)
Y:
Name: William M. Johnson
Title: Director, Transportation&Public Works By: JB Strong(Jan 28, 02113:38 CST)
444aan� Name: John B. Stron6
0 ZD
F fORf��Ad Title: Assistant City Attorney 0o Attest: ty y
�o
jo
0� �"
o0,.o, o*d Contract Authorization:
°aaa T p5bga Rana C�P. �dttCes M&C:
��nana4'a BY. or Ronald P.Gonzales(Feb 1,202110:21 CST)
Name: Mary Kayser
Title: City Secretary
VENDOR:
University of Massachusetts,Amherst, on behalf of
its Center for Collaborative Adaptive Sensing of
the Atmosphere
D/IocuSigned b
, y:
6L A, F16
By. 3423EME:51 1
Name: John Fillio
Title: Interim Assistant Director
Office of Post Award Management
Date: 1/26/2021
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement—Technology—Exhibit D Page 17 of 19
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Intentionally Deleted.
Vendor Services Agreement—Technology—ExhibitE Page 18
of 19
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
City Secretary Contract No.
EXHIBIT F
MEMORANDUM OF UNDERSTANDING
Annexed hereto; see following page.
Vendor Services Agreement—Technology—ExhibitF Page 19
of 19
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
CiTY SECRETARY
CONTRACT NO. OC-1
MEMORANDUM OF UNDERSTANDING
Between
The City of Fort Worth
and
The University of Massachusetts,Amherst
I. PARTIES. The parties to this Memorandum of Understanding (MOU) are the
University of Massachusetts, Amherst (UMass) on behalf of its Center for Collaborative
Adaptive Sensing of the Atmosphere ("CASA"), a National Science Foundation (NSF)
funded Engineering Research Center with the lead institution being University of
Massachusetts at Amherst located at 70 Butterfield Terrace, Amherst, MA 01003
and the City of Fort Worth, Texas, ("City") located at 1000 Throckmorton Street, Fort
Worth, Texas, 76102.
2. PURPOSE. The purpose of this MOU is to confirm the collaboration between the City
and UMass and the financial commitment of the Citykn accordance with the Accelerating
Innovation Research(AIR)grant (NSF IIP-1237767 awarded to UMass
3. RESPONSIBILITIES.
a. University of Massachusetts, Amherst:
1. UMass shall participate in a collaborative effort with the city in accordance
with the terms and conditions of the NSF grant and the scope of work contained
in the grant proposal.
2. UMass, using best efforts, will work with its collaborators to meet the goals,
metrics and milestones described in Section VI. B, Urban Flash Flood
Warning Systems, of the AIR grant proposal (Appendix A).
b. City of Fort Worth:
1. The City agrees to participate in a collaborative manner with UMass in
accordance with the grant proposal throughout the life of the AIR grant.
2. The City shall pay UMass an amount of$150,000.00 for year 1 of the AIR
grant. Upon authorization by the NSF of year 2 of the AIR grant, the City
shall pay UMass an additional amount of$150,000.00. All funds provided to
UMass shall be considered third party matching funds in accordance with
City's letter dated September 28, 2012.
4. POINTS OF CONTACT.
a. City of Fort Worth
The primary POC is Amy Cannon, (817) 392-2289.
Email address: amy.cannon@fortworthtexas.gov
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
b. University of Massachusetts,Amherst
The primary technical POC is Brenda Philips, (413)-478-4460
Email address: bphilips@ecs.umass.edu
The primary administrative POC is Theresa Girardi (413) 545-0698,
Email address: twg@research.umass.edu
5. ENTIRETY OF AGREEMENT. This MOU, consisting of 3 pages, represents the
entire and integrated agreement between the parties and supersedes all prior discussions,
negotiations, representations and agreements, whether written or oral as related
specifically to the terms of the AIR grant.
6. OTHER PROVISIONS. Nothing in this MOU is intended to conflict with current law
or regulation or the directives of UMass, the City or the terms of the NSF grant. If any
term of this MOU is found to be inconsistent with such authority, then that term shall be
declared invalid, but remaining terms and conditions of this MOU shall remain in full
force and effect.
7. TERM. This MOU is effective on 1/15/13 .and will remain in place until the NSF grant
end date of 6/30/runless terminated under Paragraph 9.
8. MODIFICATION. This MOU may be modified upon the mutual written consent of the
parties. Any such written communications should be sent to the following persons at the
following addresses:
City of Fort Worth: UMass:
Amy Cannon Brenda Philips
Professional Engineer PI
Transportation and Public Works 209 Knowles Engineering Building
1000 Throckmorton Street 151 Holdsworth Way
Fort Worth, TX 76102 Amherst, MA 01003
Copies to: Theresa Girardi
9, < TERMINATION. This MOU may be terminated prior to the NSF grant end date per
mutual written agreement of the parties.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
DocuSign Envelope ID:98D98E68-0579-4A6E-93E8-4284FF6743E2
Executed by:
CITY OF FORT WORTH, TEXAS UNIVERSITY OF MASSACHUSETTS,
AMHERST
Fernando Costa Theresa Girardi, Assistant Director
Assistant City Manager Grant and Contract Admin.
Date: � /43
Date: 2
APPROVAL RECOMMENDED:
By:
Douglas W' rsig
Director, ransportation& Pub is Works
APPROVED AS TO FORM AND
LEGALITY
By: _
Douglas W. Black
Assistant City Attorney
ATTES . p0600
0�
o
J. Kayser oo ®�°
ity Secretary 00�C►000OQ00
�a
M&C No.: C-26055
M&C Date: 1/15/2013