HomeMy WebLinkAboutContract 57272 City Secretary Contract No.57272
FORTWORTH.
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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 N. Harris Computer
Corporation, an Ontario corporation("Vendor"). City and Vendor are each individually referred to herein
as a "parry" 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;and
4. Exhibit C—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.
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 professional services. 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 one year later("Expiration Date"),unless terminated
earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This
Agreement may be renewed for four renewals 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.
OFFICIAL RECORD
Vendor Services Agreement-Technology(Rev. 8/19) CITY SECRETARY
17 FT. WORTH, TX
City Secretary Contract No.
3. Compensation. City shall pay Vendor an amount not to exceed ten thousand,eight hundred
dollars ($10,800.00) in accordance with the provisions of this Agreement and Exhibit `B," Payment
Schedule, which is attached hereto and incorporated herein for all purposes. For each Renewal Term, the
City shall pay the amount on a quote provided by Vendor which shall then be attached to the City's
respective renewal form. 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)calendar days after receipt of
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 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 warrants 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.
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,
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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 Seller. 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 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 final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City.Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The City shall give Vendor not less than 10 days written notice of any intended
audits.
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 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
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
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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 HIND 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 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 HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO BUSINESS AND ANY RESULTING LOST PROFITS)
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND
DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants 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. 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 anyway 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 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 the Deliverable(s). So long as Vendor bears the 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
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negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect 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 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 fully participate and cooperate with the City in defense
of such claim or action. 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 costs or expenses
shall not eliminate Vendor's duty to indemnify the City under this Agreement. 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 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.
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
immediately notify City in writing and shall fully cooperate with City at Vendor's expense to
prevent or stop such Data Breach.In the event of such Data Breach,Vendor shall fully and
immediately comply with applicable laws,and shall take the appropriate steps to remedy such
Data Breach.Vendor will defend,indemnify and hold City,its Affiliates, and their respective
officers,directors,employees and agents,harmless from and against any and all claims,suits,
causes of action,liability,loss,costs and damages,including reasonable attorney fees,arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section,except to the extent resulting from the acts or omissions of City.All
Personal Data to which Vendor has access under this Agreement,as between Vendor and City,
will remain the property of City. City hereby consents to the use,processing and/or disclosure
of Personal Data only for the purposes described herein and to the extent such use or
processing is necessary for Vendor to carry out its duties and responsibilities under this
Agreement, any applicable Statement(s) of Work, or as required by law.Vendor will not
transfer Personal Data to third parties other than through its underlying network provider
to perform its obligations under this Agreement, unless authorized in writing by City.
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Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if
the Data Breach is the result of the actions of a third party.All Personal Data delivered to
Vendor shall be stored in the United States or other jurisdictions approved by City in writing
and shall not be transferred to any other countries or jurisdictions without the prior written
consent of City.
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.
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; $4 million aggregate or
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10.1.5.2. 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. 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
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thereon, as its interests may appear. The term City shall include its employees, officers,
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 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. 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.
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:
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City of Fort Worth N.Harris Computer Corporation
Attn: Dana Burghdoff Attn: Eric Chabot
Assistant City Manager Executive Vice President
200 Texas Street 1 Antares Dr#400,Nepean,ON K2E 8C4
Fort Worth TX 76102
With Copy to the City Attorney
at same address
14. Solicitation of Employ. 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 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
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representative of each party.
23. Entirety 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. 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)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or(b)refund the fees paid by the City to Vendor for the nonconforming
services.
26. Network Access.
26.1. 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 "M and incorporated
herein for all purposes.
26.2. 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.
27. Immigrration Nationality Ac . 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
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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.
28. 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 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 Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
29. 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.
30. Reporting Requirements.
30.1. For purposes of this section,the words below shall have the following meaning:
30.1.1. Child shall mean a person under the age of 18 years of age.
30.1.2. 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.
30.1.3. 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
Vendor Services Agreement—Technology(Rev. 8/19) Page 11 of
17
City Secretary Contract No.
device.
30.1.4. 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.
30.2. 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.
31. 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"C" 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.
32. 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. 8/19) Page 12 of
17
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
he monitoring and
By: r M,2O D9:42CDT� of this contract,t including ensuring all
administration
Name: Dana Burghdoff performance and reporting requirements.
Title: Assistant City Manager
M a r 21,2022 —
Date. By. Richard Usen bee(Mar 9,202215:12 CST)
Name: Richard Lisenbee
Approval Recommended: Title: Sr.IT Manager,Water Department
Approved as to Form and Legality:
Chris�apher pia✓der
By: Christopher Harder(Mar 18,202215:41 CDT)
Name: Christopher Harder
Title: Director,Water Department By:
Name: Taylor Paris
Attest: a�440Rn��a Title: Assistant City Attorney
9aycycaEte S �rtr�7�CG ,0�������''_t
By: Jannette S.Goodall(Mar 21,202211:58 CDT) p9 At 00���
Name: Jannette Goodall �v0 o=d
Title: City Secretary o
1� o
a
a �000000o0 b
�Zt ZLEXASoAp
VENDOR:
N.Harris Computer Corporation
By:
Name: Eric Chabot
Title: Executive Vice President
Date: Mar 9,2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement—Technology(Rev. 8/19) Page 13 of
17
City Secretary Contract No.
EXHIBIT A
SmartWorks Professional Services Statement of Work
Vendor Services Agreement—Technology Page 14
of 17
-Al,
I`?� SMARTWORKS
1 SmartWorks Professional Services Statement of Work
This document defines the work to be performed by the SmartWorks division of N.Harris Computer
Corporation (Herein referred to as "Consultant")for the City of Fort Worth (Herein referred to as
"Customer"), upon authorization to proceed from Customer.
Date: September 16, 2021
Customer: City of Fort Worth
Customer Contact: Marty Baker
Description of Change: Adding meter type to inventory
1.1 Related Documents
This Statement of Work is subject to the terms and conditions as defined in the document referenced
below.
1. Software License, Support and Maintenance Agreement between the City of Fort Worth and
N.Harris Computer Corp.
2 Scope of Engagement
2.1 Description
SmartWorks will help Customer in adding a new meter type to Compass.
Implementation plan summary:
- 1 hour review session with customer
- Update meter configuration profile
- Update meter data load properties
- Help with testing
2.2 Assumptions and Constraints
1. Customer will provide the appropriate remote access to its network, facilities, and systems as
may be required to perform activities from one of Consultant's locations. Consultant shall abide
by all rules and directions of Customer when accessing Customer's network,facilities or
systems.A Change Order may be created if appropriate remote access to its network is not
available, resulting in project delays.
2. Customer agrees to facilitate any required Customer-side logistics for the fulfillment of this
agreement.
3. This Quote is based on a standard 8-hour work day. If there are any changes to the hours
required, scope or our understanding of the scope, the price is subject to change.
4. Any discovered issues requiring investigation or configuration will be logged for analysis via
SmartWorks Customer Hub ticket.
SmartWorks Professional Services Quote
Page 1
-Al,
I`?� SMARTWORKS
5. If any additional configuration work is identified to be performed by Consultant, a separate
Consulting Services Schedule will be required and additional fees will apply.
6. Any items not explicitly identified within this document are considered out of scope. Any
changes to those responsibilities and/or deliverables will be considered a change in scope for
the engagement. Any proposed change to the engagement scope must be put into written
format and be submitted to Consultant during this engagement for review and consideration.
7. Customer will assign a lead to act as an internal resource and guide throughout this
engagement.
8. Customer will secure the appropriate staff in a timely fashion according to the agreed schedule.
Consultant accepts that there can be challenges in coordinating meetings with multiple
resources. Customer accepts that limitations in access to the optimum personnel may result in
compromising the content of the deliverables.
9. This quote covers the work needed to update the configuration for one new meter type.
10. If additional testing is needed beyond what is listed in this SOW, a change order will be required
to extend the testing period.
3 Delivery Approach
1. Customer will submit all requests and/or issues within the SmartWorks Customer Hub ticketing
system.
2. Work will be scheduled to commence approximately 90 days from receipt of approval.
3. Customer will be contacted to inform them of the scheduled date of their work and the
estimated timeframe for when they will be required for testing.
4. Approximately 1 week prior to beginning the work, Customer will be contacted by Consultant to
confirm that they will be beginning work.
Upon acceptance of the Statement of Work, an estimated completion date will be provided. Work will
commence approximately 90 days from approval of this quote. Should additional time be required to
complete this project at any time,you will be notified and asked for your approval in advance of Harris
Utilities SmartWorks completing the incremental work.
Upon completion of the tasks detailed in the Statement of Work, Customer will be contacted by the
SmartWorks Consultant assigned to this quote to walk through the steps required for testing.
SmartWorks Professional Services Quote
Page 2
-1J,
Ifi
" ?' SMARTWORKS
4 Acceptance Criteria
Implementation
The work contained within this document is deemed completed and accepted if one of the following
criteria is met:
• The Solution is moved to the Live (production) environment, upon approval from Customer, and
is functioning as defined in section 2.1 and 2.2 of this document. The Solution will first be tested
in Customer's test environment.
• 30 days has elapsed from delivery of the modification in Customer's test environment during
which Customer does not communicate any issues with the Solution.
• 30 days has elapsed from delivery of the modification in Customer's test environment, Customer
has not provided approval of Solution in test environment,yet Customer has not requested
Extension to Acceptance period (i.e. Customer becomes unresponsive during Acceptance
Period).
Issues requiring support following acceptance of this work will be logged by Customer through
Consultant Support ticketing system, and will be addressed accordingly to the terms Support and
Maintenance Agreement between Customer and Consultant.
Please refer to section 6.3.1. to review conditions of Customer Acceptance Period and Extensions to
such period.
5 Termination
Customer or Consultant has the right to terminate the work described in this document without cause,
at any time, with 10-day written notice to the other party, subject to the obligations identified below.
Customer Obligation
Complete payment for services performed and expenses incurred prior to termination including:
• Any amounts previously invoiced but unpaid;
• Fees for services performed through the termination date which has not been invoiced; and
• Any approved Travel and Living costs.
Consultant Obligations
Refund to Customer any fees that have been paid but not earned under this quote through the
termination date.
SmartWorks Professional Services Quote
Page 3
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULES
PART 1 & PART 2
Vendor Services Agreement—Technology Page 15
of 19
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
PART 1
HARRIS PROFESSIONAL SERVICES FOR
NEW METER TYPE IMPLEMENTATION
Vendor Services Agreement—Technology Page 16
of 19
SMARTWORKS
6 Pricing
6.1 Effort
Description Eff• •
Design and Discovery 1
Development 2
Testing Support 3
Project Management and Documentation 1
Project Total 7
6.2 Fees
Professional Services
This is a fixed price quote based on the scope described above. If there are material changes to the
scope or our understanding of the scope, the price is subject to change.
Support and Maintenance
Monthly Support & Maintenance fees may be adjusted based on the increased functionality or
complexity resulting from this scope of work.
Taxes
Fees exclude any applicable taxes.
Validity
The price estimate is valid for a period of 30 days from the quote submission date (as identified in
Section 1 of this document). Customer may request this date to be extended.
Scope Changes
If there are material changes to the scope or our understanding of the scope, the price estimate is
subject to change:
• The Standard hourly rate for additional services is $230 USD.
• The Support& Maintenance fees may be adjusted accordingly as well.
SmartWorks Professional Services Quote
Page 4
-Al,
Ifi
" ?' SMARTWORKS
6.3 Payment Schedule
Customer will be invoiced based on the following payment fees and schedule. All prices are in USD.
Description Payment
Contract Signing (Quote) 100% $1 610
Total 100% $1,610
Additional Annual Support& Maintenance fees $0.00
Notes:
• This fee is intended to cover support and maintenance
activities anticipated for new functionality provided in this
quote.
• The fee will be applied upon installation in test environment
(or production if a test environment is not available)
• The first year fee will be pro-rated to align with customer's
existing maintenance payment schedule.
Annual fees are subject to change as defined in the Support and
Maintenance agreement.
Invoices are payable on a net 30-day basis.
6.3.1 Pricing Assumptions
Please note that upon delivery of a customization, Customer will have thirty(30) calendar days
for acceptance testing, during which time, issues reported within the 30 days will be resolved at
no charge provided they are part of the original scope of work defined in section 2.1 and 2.2 of
this document. The customization will first be tested in the test environment, and then ported
to the Live Environment on agreement from the customer where it will be validated once again.
If required, Customer and Consultant can arrange an extension to the 30-day acceptance period
if Customer is approaching the end of the 30-day acceptance period and known validation issues
exist which will require additional time beyond the 30 days to resolve, provided Customer is
actively engaged in testing initiatives.
All changes or issues reported after 30 days will be considered billable, unless a prior
arrangement or extension to the acceptance period is made during the initial 30 days.
If the testing period extends past 30 calendar days, there will be an additional charge to move
the modification into Production unless a prior arrangement or extension has been agreed
upon.
SmartWorks Professional Services Quote
Page 5
SMARTWORKS
6.4 Payment Method
Customer will be invoiced for the entire level of effort identified in this quote using the direct invoice
payment method.
7 Acceptance and Signoff
A signature below will serve as authorization to proceed with the work defined in this document.
Please sign and return this document to Marianne Pelletier:
• Email: mpelletier@harriscomputer.com
❑ Approval to Proceed with a Direct Invoicing Payment Method
Please provide both an authorized signature for sign off on this change order, and a technical
contact where we should be directing Technical Issues.
Dana Burghdoff B21,2�f009:42C^T LL Mar 217 2022
Dana Burghdoff(Mar
Print Name (Authorized signature) Signature Date
Rick Lisenbee Richard.Lisenbee@fortworthtexas.gov 817-392-2515
Name (Technical Contact) e-mail Phone Number
N. Harris Computer Corporation
The SmartWorks manager authorized to sign this Services Package.
Eric chabot (—teat Mar 9,2022
Print Name (Authorized signature) Signature Date
If you have any questions or need further information, please feel free to contact SmartWorks at
smartworkssupport@harriscomputer.com.
SmartWorks Professional Services Quote
Page 6
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
PART 2
40 HOURS OF AD-HOC PROFESSIONAL SERVICES
Vendor Services Agreement—Technology Page 17
of 19
SMARTWORKS
6 Pricing
6.1 Effort
Description Eff• •
Design and Discovery 5
Development 20
Testing Support 10
Project Management and Documentation 5
Project Total 40
6.2 Fees
Professional Services
This is a fixed price quote based on the scope described above. If there are material changes to the
scope or our understanding of the scope,the price is subject to change.
Support and Maintenance
Monthly Support & Maintenance fees may be adjusted based on the increased functionality or
complexity resulting from this scope of work.
Taxes
Fees exclude any applicable taxes.
Validity
The price estimate is valid for a period of 30 days from the quote submission date (as identified in
Section 1 of this document). Customer may request this date to be extended.
Scope Changes
If there are material changes to the scope or our understanding of the scope, the price estimate is
subject to change:
• The Standard hourly rate for additional services is$230 USD.
• The Support& Maintenance fees may be adjusted accordingly as well.
SmartWorks Professional Services Quote
Page 4
-Al,
Ifi
" ?' SMARTWORKS
6.3 Payment Schedule
Customer will be invoiced based on the following payment fees and schedule. All prices are in USD.
Description Payment
Contract Signing (Quote) 100% $9 200
Total 100% $9,200
Additional Annual Support& Maintenance fees $0
Notes:
• This fee is intended to cover support and maintenance
activities anticipated for new functionality provided in this
quote.
• The fee will be applied upon installation in test environment
(or production if a test environment is not available)
• The first year fee will be pro-rated to align with customer's
existing maintenance payment schedule.
Annual fees are subject to change as defined in the Support and
Maintenance agreement.
Invoices are payable on a net 30-day basis.
6.3.1 Pricing Assumptions
Please note that upon delivery of a customization, Customer will have thirty(30) calendar days
for acceptance testing, during which time, issues reported within the 30 days will be resolved at
no charge provided they are part of the original scope of work defined in section 2.1 and 2.2 of
this document. The customization will first be tested in the test environment, and then ported
to the Live Environment on agreement from the customer where it will be validated once again.
If required, Customer and Consultant can arrange an extension to the 30-day acceptance period
if Customer is approaching the end of the 30-day acceptance period and known validation issues
exist which will require additional time beyond the 30 days to resolve, provided Customer is
actively engaged in testing initiatives.
All changes or issues reported after 30 days will be considered billable, unless a prior
arrangement or extension to the acceptance period is made during the initial 30 days.
If the testing period extends past 30 calendar days, there will be an additional charge to move
the modification into Production unless a prior arrangement or extension has been agreed
upon.
SmartWorks Professional Services Quote
Page 5
SMARTWORKS
6.4 Payment Method
Customer will be invoiced for the entire level of effort identified in this quote using the direct invoice
payment method.
7 Acceptance and Signoff
A signature below will serve as authorization to proceed with the work defined in this document.
Please sign and return this document to Marianne Pelletier:
• Email: mpelletier@harriscomputer.com
❑ Approval to Proceed with a Direct Invoicing Payment Method
Please provide both an authorized signature for sign off on this change order, and a technical
contact where we should be directing Technical Issues.
Dana Burghdoff �� h'doffM � Mar 21,2022
Dana BurgPrint Name (Authorized signature) Signature Date
Rick Lisenbee richard.lisenbee@fortworthtexas.gov Mar 9,2022
Name (Technical Contact) e-mail Phone Number
N. Harris Computer Corporation
The SmartWorks manager authorized to sign this Services Package.
Eric Chabot cz, Mar 9,2022
Print Name (Authorized signature) Signature Date
If you have any questions or need further information, please feel free to contact SmartWorks at
smartworkssupport@harriscomputer.com.
SmartWorks Professional Services Quote
Page 6
City Secretary Contract No.
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Vendor Services Agreement—Technology Page 16 of
17
VERIFICATION OF SIGNATURE AUTHORITY
SmartWorks
1 Antares Dr 4400
Nepean, ON K2E 8C4
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: Marianne Pelletier
Position: Manager, Customer Success
Pd
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Eric Chabot
Signature of President/CEO
Other Title: EVP
Date: February 15,2022
Vendor Services Agreement—Technology—Exhibit E Page 1
of 1