HomeMy WebLinkAboutContract 60077City Secretary Contract No. 60077
FORT WORTH
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 Azavar Audit
Solutions, Inc., an Illinois corporation ("Vendor"). City and Vendor are each individually referred to herein
as a "parry" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Vendor Services Agreement;
2. Exhibit A — Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B — Payment Schedule;
4. Exhibit C — Milestone Acceptance Form;
5. Exhibit D — Network Access Agreement; and
6. Exhibit E — Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with a comprehensive online solution for managing hotels and short-term rentals in accordance
with the descriptions and specifications listed in RFP 23-0047. 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 Exhibit A shall
control.
2. Term. This Agreement shall commence upon signature by the City's Assistant City
Manager below, to be effective as of September 1, 2023 (the "Effective Date") and shall expire on August
31, 2024 (the "Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement
or otherwise extended by the parties. This Agreement may be renewed for two terms of one-year 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. The City shall pay Vendor an amount not to exceed $80,000.00 in
accordance with the provisions of this Agreement and Exhibit `B," Payment Schedule, which is attached
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City Secretary Contract No. 60077
hereto and incorporated herein for all purposes. Vendor shall not perform any additional services for the
City not specified by this Agreement unless the City requests and approves in writing the additional costs
for such services. The City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Vendor
within thirty (30) days of receipt of such invoice. Vendor may charge interest on late payments not to exceed
one percent (1%).
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 within 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, 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 reasonably acceptable
to the City.
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. Each party acknowledges that in the performance of its
obligations hereunder, either parry may have access to information belonging to the other which is
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proprietary, private and confidential ("Confidential Information" and the Confidential Information
of the City shall be referred to as "City Information"). Each party, on behalf of itself and its officers
and employees, agrees not to disclose, and agrees to direct its agents not to disclose, to any third
party any Confidential Information to which it may have access while performing its obligations
hereunder without the written consent of the disclosing party. Confidential Information does not
include: (i) written information legally acquired by either party prior to the negotiation of this
Agreement, (ii) information which is or becomes a matter of public knowledge, (iii) information
which is or becomes available to the recipient party from third parties; provided such third parties
have no confidentiality obligations to the disclosing party, and (iv) information subject to disclosure
under any state or federal laws.
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. It will be the responsibility of Vendor 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. Vendor agrees that the City shall, until the expiration of three (3) years
after final payment under this Agreement, have the right to examine at reasonable times (but no more than
once per year) any directly pertinent books, documents, papers and records of the Vendor directly 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 each case, in compliance with the provisions of
this section. The City shall give Vendor 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
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.
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8. LIABILITY; INDEMNIFICATION; DISCLAIMER; IP.
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
GROSSLY NEGLIGENT ACT(S) OR OMISSION(S) 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, LOSS OR 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. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, VENDOR DOES NOT MAKE ANY WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY DELIVERABLES OR THE SERVICES RENDERED
UNDER THIS AGREEMENT OR THE RESULTS OBTAINED FROM VENDOR'S WORK,
INCLUDING, WITHOUT IMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL VENDOR BE LIABLE FOR PUNITIVE, CONSEQUENTIAL, INCIDENTAL,
SPECIAL, OR INDIRECT DAMAGES, OR FOR ACTS OF NEGLIGENCE THAT ARE
NOT INTENTIONAL OR RECKLESS IN NATURE, REGARDLESS OF WHETHER CITY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CITY AGREES
THAT VENDOR'S LIABILITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE
FORM OF ACTION, SHALL NOT EXCEED THE FOLLOWING: (i) FOR CLAIMS THAT
ARE COVERED BY THE VARIOUES TYPES OF INSURANCE POLICIES THAT
VENDOR HAS IN PLACE, THE FINANCIAL LIMITATIONS OF SUCH POLICIES, AND
(ii) FOR CLAIMS THAT ARE NOT COVERED BY THE VARIOUES TYPES OF
INSURANCE POLICIES THAT VENDOR HAS IN PLACE, THE TOTAL AMOUNT PAID
FOR THE DELIVERABLE OR SERVICES GIVING RISE TO THE DAMAGES UNDER
THE APPLICABLE ESTIMATE OR IN THE AUTHORIZATION FOR THE
PARTICULAR DELIVERABLE OR SERVICE IF NO ESTIMATE IS PROVIDED.
8.4. INTELLECTUAL PROPERTY.
8.4.1. 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 8.4.1
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 of any third party.
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8.4.2. 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 the Services, or the
City's continued use of the Deliverable(s) hereunder.
8.4.3. 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 of any third party 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
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right, at its expense, 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 in connection with
such Deliverable. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED
BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
8.4.4. No work performed by Vendor with respect to the Services or any
Deliverable or supporting or related documentation therefore shall be considered to be
a Work Made for Hire (as defined under U.S. copyright law) and, as such, shall be owned
by and for the benefit of Vendor. In the event that it should be determined that any of
such Services or any Deliverable or supporting documentation qualifies as a "Work
Made for Hire" under U.S. copyright law, then City will and hereby does assign to
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Vendor, for no additional consideration, all right, title, and interest that it may possess
in such Services, Deliverable and related documentation including, but not limited to, all
copyright and proprietary rights relating thereto. City will take such steps as are
reasonably necessary to enable Vendor to record such assignment. City will sign, upon
request, any documents needed to confirm that the Services or any portion thereof is not
a Work Made for Hire and/or to effectuate the assignment of its rights to Vendor.
8.4.5. City hereby consents to Vendor's use of City's name in Vendor's
marketing materials; provided, however, that City's name shall not be so used in such a
fashion that could reasonably be deemed to be an endorsement by City of Vendor.
9. Assiimnent 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
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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; $4,000,000 aggregate or
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;
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10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
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 Rep-ulations. 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
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transmission, (3) received by the other party by United States Mail, registered, return receipt requested, or
(4) sent by Federal Express, UPS or any other national overnight delivery service, with proper charges
prepaid, in each case, addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth TX 76102
Facsimile: (817) 392-5886
With Copy to the City Attorney
at same address
TO VENDOR:
Azavar Audit Solutions, Inc.
Attn: General Counsel
55 East Jackson Boulevard, Suite 2100
Chicago, Illinois 60604
14. Solicitation of Emnlovees. 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 Maieure. City and Vendor shall exercise their commercially reasonable efforts to
meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for
any delay or omission in performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics,
material or labor restrictions by any governmental authority, transportation problems, restraints or
prohibitions by any court, board, department, commission, or agency of the United States or of any States,
civil disturbances, other national or regional emergencies, and/or any other similar cause not enumerated
herein but which is beyond the reasonable control of the Party whose performance is affected (collectively
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"Force Majeure Event"). The performance of any such obligation is suspended during the period of, and
only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force
Majeure Event, and an explanation as to how it hinders the party's performance, as soon as reasonably
possible after the occurrence of the Force Majeure Event. The form of notice required by this section shall
be the same as section 13 above.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
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. Milestone Acceptance. Vendor shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit "C." If the City rejects the submission, it will notify the Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to
correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be
authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance
will not be unreasonably withheld, conditioned or delayed.
27. Network Access.
27.1. City Network Access. If Vendor, and/or any of its employees, officers, agents,
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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") er 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 Nationalitv 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 (1-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall 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
Vendor Services Agreement — Technology (Rev. 8/19)
Page 11 of 26
LEGAL\64972444\4
City Secretary Contract No. 60077
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. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
31.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. Signature Authority_ . The person signing this agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
Vendor Services Agreement — Technology (Rev. 8/19)
Page 12 of 26
LEGAL\64972444\4
City Secretary Contract No. 60077
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. Prohibition on Bovcottin2 Ener2v Companies. Vendor acknowledges that in ac-
cordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written verifi-
cation from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms "boycott energy company" and
"company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1) does not boycott en-
ergy companies; and (2) will not boycott energy companies during the term of this Agreement.
35. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or
partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written.verification from the company that it: (1) does not have a.practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade associa-
tion; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have
the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by
Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code
is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signa-
ture provides written verification to the City that Vendor: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement.
(signature page follows)
Vendor Services Agreement — Technology (Rev. 8/19)
Page 13 of 26
LEGAL\64972444\4
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
By:
Name:
Davi oke
Title:
Date:
CityManager
APPROVAL RECOMMENDED:
it
By: Reghlald Zeno (Sep 1, 2023 08:12 CDT)
Name: Reginald Zeno
Title: Chief Financial Officer
ATTEST:
4d4444nn
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Azavar Audit Solutions, Inc.
/'A
By: 1 ✓`r r
Name: Jason Perry
Title: President
Date: Aug 30, 2023
City Secretary Contract No. 60077
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: John Samford (Aug 31,202322:06 CDT)
Name: John Samford
Title: Assistant Finance Director & City Treasurer
APPROVED AS TO FORM AND LEGALITY:
/' 5�
By: 74
Name: Taylor C. Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved: N/A
Form 1295 Certification No.: N/A
Vendor Services Agreement — Technology (Rev. 8/19)
Page 14 of 26
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
LEGAL\64972444\4
City
City Secretary Contract No. 60077
EXHIBIT A
STATEMENT OF WORK AND ADDITIONAL TERMS
1. REVENUE ADMINISTRATION SERVICES: In addition to the Services
and work defined in the Agreement, Services shall be provided in substantial
accordance with the below statements:
I. Professional Services, Ordinance Review, Analysis, and Modification:
Azavar shall review City ordinances
and shall present any recommendations ("Findings") to City to
maximize City revenues as part of the Audits, and where such Findings
requires a change into the future, Azavar will only implement such
change after City has reviewed and agreed to in writing any such
change. City understands that Findings may include, but are not
limited to, changes to technology, organizational processes, process
automation, City communication practices, City governing practices,
and/or updates to local ordinances or the codification thereof. City
agrees that any Findings, whether implemented in whole or in part by
Azavar or the City, shall be fully compensable under Section 2 of the
Agreement, including wherein the Findings require any amendments to
an ordinance and wherein the ordinance is changed. City agrees to
review any Findings within thirty (30) days.
II. Electronic Monitoring and Automated Management of Locally Au-
thorized and Administered Tax/Fee and Any Other Revenues: Azavar
shall provide City, for an additional fee, with Services and software to
continuously monitor and manage locally authorized and administered
taxes, fees, and any other revenues to ensure compliance with locally au-
thorized taxes and fees. Services to be included by Azavar are as fol-
lows: (i) City will have a single Azavar point of contact for inquiries
or reporting issues; (ii) Regular (weekly, semi-monthly, or monthly)
status calls with the assigned Azavar project manager; (iii) Defect/En-
hancement reporting and tracking tool; (iv) Project management portal.
Additional Services related to the software specifically to be provided
to the City are as follows: Tax and Fee Administration Software
Module and Services.
Vendor Services Agreement — Technology — Exhibit B Page 15 of 26
LEGAL\64972444\4
City Secretary Contract No. 60077
1. 99.7% guaranteed system uptime (including pre -arranged system mainte-
nance schedule);
2. Cyber liability insurance coverage and NACHA and PCI compliance;
3. Help Desk support for City and City End Users Monday
through Friday, 9am-5pm CST (excluding state and federal holi-
days);
4. One (1) business day response time to support inquiries;
5. One (1) onsite or remote training on application for City staff
(onsite location, date, time, and duration to be mutually agreed
to by City and Azavar);
6. One (1) onsite or remote demonstration and training for City End Users
and taxpayers (onsite location,
date, time, and duration to be mutually agreed to by City and Azavar);
7. Report generation configured to the City's requirements in
collaboration between the City and Azavar;
8. Production of marketing material to communicate the Services and soft-
ware to City End Users;
9. City Service: In the event an individual City End User is una-
ble to use the Azavar Software to file and pay City Taxes,
Azavar shall be responsible for providing manual, individual sup-
port to the individual City End User;
10. Setup of an on -site kiosk (optional) within City facilities.
2. IMPLEMENTATION AND USE OF AZANAR SOFTWARE
2.1 City agrees that it shall use Azavar developed, hosted, managed, and supported
software pertaining to local government expense management, tax location man-
agement, tax filing and payment applications for locally authorized and/or ad-
ministered taxes, expenses, proceeds, monies owed, or fees, (collectively
"Taxes") and revenue monitoring, management, and reporting software
("Azavar Software" or "Software"). City agrees that it shall, within no more
than thirty days (30) from the date of execution of this Statement of Work: (a)
Provide Azavar full cooperation and information necessary to immediately im-
plement, deploy, and integrate Azavar Software for electronic filing, payment,
and collection of Taxes with City's existing database and/or enterprise resource
planning ("BRP") systems, wherein the Azavar Software is accessible on City's
official website to users of City's website ("End Users") in a live and secure
production environment. City shall identify one (1) staff person to test the Soft-
ware and provide feedback to Azavar regarding the Azavar Software on a reason-
ably regular basis, especially during City onboarding on to Azavar Software.
Vendor Services Agreement — Technology — Exhibit B
Page 16 of 26
LEGAL\64972444\4
City Secretary Contract No. 60077
Azavar is expressly authorized by City to contact and work with web, Infor-
mation Technology, and/or ERP providers of City for the purposes of implement-
ing and updating Azavar Software as necessary. Should City require additional
Services for implementation, configuration, customization, or integration of
Azavar Software not set forth in this Statement of Work, Azavar shall provide
said professional services to City on a time and materials basis (Azavar's
blended hourly rate for said services is $150.00/hour for the 2021 Calendar Year)
at Azavar's then current rate schedule; and,
2.2 Azavar shall retain all rights, at its sole discretion, to recover service fees or
cost(s) from City and/or End Users and to set reasonable prices for City and/or
End Users. This includes, but is not limited to, reclamation of fees for
ACH/EFT/eCheck processing electronic payments and shall be included in
the fee per filing set forth below or for Credit/Debit Card processing fees.
End Users with returned ACH/EFT/eCheck payments shall be assessed a fee of
$25.00 by Azavar and shall be retained by Azavar. Azavar shall assess fees for
processing electronic payments per transaction which shall not exceed 3% for
Credit/Debt Card transactions and $1 ACH fee and shall be absorbed by City or
City's end users.
3. END USER LICENSE AGREEMENT
3.1 Software License. Azavar hereby grants a non-exclusive license to the City
to use the Azavar Software for the purpose of payment, filing and collection
of all Taxes, as well as for collection of all additional and ancillary data gener-
ated by such collections. The City shall not sublet, duplicate, modify, de -
compile, reverse engineer, disassemble, or attempt to derive the source code
of said Software. The license granted hereunder shall not imply ownership
by City of said Software, rights of the City to sell the Software, or rights to
use said software for the benefit of others, except as provided below in Sec-
tion 3.2. City shall not create any derivative work or product based on or
derived from the Software or documentation, or modify the Software or docu-
mentation without prior written consent of Azavar. Azavar agrees that it shall
install and maintain the Software during the Initial Term and for any further
term as agreed upon by the parties.
3.2 Sublicense: The license grant provided to City includes a limited right to
allow an unlimited number of End Users to the system for the purposes of
reporting, filing, and paying of all locally authorized and/or administered
Taxes and revenue. Each End User shall generate a user name and password
Vendor Services Agreement — Technology — Exhibit B
Page 17 of 26
LEGAL\64972444\4
City Secretary Contract No. 60067
and will agree to a limited end user license agreement for accessing and us-
ing the Azavar Software for the purposes of filing, payment, and collection
of Taxes and revenue due to City.
3.3 City Data: Vendor acknowledges that the data provided by the City or City
customers ("City Data") during the use and implementation of the Software
is the property of the City. City authorizes Vendor to access, import, process
and generate reports ("Vendor Data") from the City Data with Vendor's vari-
ous proprietary systems. No confidential or otherwise sensitive information
will be released. Vendor owns any rights in and to the Vendor Data, including
but not limited to all Intellectual Property rights that may vest in such Vendor
Data. The Vendor Data shall be made available to the City in a format ac-
ceptable to both the City and Vendor. Vendor agrees that upon contract termi-
nation, any City Data provided to Vendor remains the property of the City
and Vendor will: (1) return all City Data to the City upon request; or (2) de-
stroy all City Data, if such destruction is authorized by the City in writing.
3.4 Duration, Fee, and Term:
3.4.1 Duration: The grant of the Software License in Section 2.1 above is pro-
vided to City for the Initial Term and any Renewal Terms to use, install,
implement and deploy the Vendor Software at the license fee set forth be-
low.
3.4.2 Fee: City shall pay a one-time onboarding service fee of seven thousand
five hundred dollars ($7,500) upon execution of this Agreement. City
shall provide Vendor a discounted service/license fee of $10.00 per filing
for the distinct and unique locally authorized and/or administered Tax
form(s) listed below and implemented within Vendor Software for the
City's benefit upon execution of this Agreement, whether or not such Tax
form(s) has yet been deployed to a live production environment. City
shall pay a fixed annual service/license fee of $45,850 for the Initial Term
(and any Renewal Term, if applicable); provided that such fixed fee is
based on no more than 4,550 unique filings per year, and if the number of
unique filings during the Initial Term or any Renewal Term exceed 4,550
unique filings, then the City shall pay Vendor $10.00 per unique filing for
each such filing in excess of 4,550. Billing of the service/license fee shall
start upon commencement of the Initial Term. City agrees and authorizes
Vendor to deploy a distinct and unique license and/or Tax form for filing
and collection of each, but not limited to, City Tax and Fee, upon execu-
tion of this Agreement. The per filing fee of $10.00 is guaranteed for the
Initial Term and each Renewal Term. City may request at any time, in
Vendor Services Agreement — Technology — Exhibit B
Page 18 of 26
LEGAL\64972444\4
City Secretary Contract No. 60067
writing to Vendor, that Vendor implement and deploy any additional mod-
ule(s). A separate fee may be applicable for additional modules.
4. LICENSE, PERMITS, AND/OR APPROVALS
4.1 Vendor and City will work together to obtain such licenses, permits, and/or
approvals ("Approvals") as necessary and required by law for the perfor-
mance of the Services and implementation of the Vendor Software as pro-
vided in this Statement of Work. City shall be responsible for payment of all
such fees or licenses necessary for said implementation.
5. INTELLECTUAL PROPERTY
5.1 Ownership: Vendor owns all rights in and to the Vendor Software as well as
all modifications and amendments necessary for implementation of Vendor
Software. In the event that it should be determined that any Vendor Software
or related documentation qualifies as a "Work Made for Hire" under U.S.
copyright law, then City will and hereby does assign to Vendor, for no addi-
tional consideration, all right, title, and interest that it may possess in such Ser-
vices and related documentation including, but not limited to, all copyright
and proprietary rights relating thereto. Upon request, City will take such
steps as are reasonably necessary to enable Vendor to record such assign-
ment. City will sign, upon request, any documents needed to confirm that the
Services or any portion thereof is not a Work Made for Hire and/or to effectu-
ate the assignment of its rights to Vendor.
5.2 Proprietary Information: As used herein, the term "Proprietary Information"
means any information which relates to Vendor's Software, audit processes or
related services, techniques, or general business processes. City shall hold in
confidence and shall not disclose to any other party any Proprietary Infor-
mation in connection with this Statement of Work, or otherwise learned or
obtained by the City through implementation of the Vendor Software.
Vendor Services Agreement — Technology — Exhibit B
LEGAL\64972444\4
Page 19 of 26
City Secretary Contract No. 60067
EXHIBIT B
PAYMENT SCHEDULE
City shall compensate Vendor the fees set forth in the Statement of Work and the payment schedule chart
below. Vendor shall be entitled to compensation for time which is actually spent providing the Services
set forth in the Statement of Work. Vendor shall submit an invoice to City on a monthly or quarterly basis
detailing the amounts charged to City pursuant to the terms of this Agreement and the Statement of Work.
City shall remit payment to Vendor within thirty (30) days of the date of each invoice. If City defaults on
payment of any invoice that is not disputed in writing by City within thirty (30) days after the receipt of
such invoice, Vendor, at its discretion, may accelerate all payments due under this Agreement and the
Statement of Work, and seek recovery of all estimated fees due to Vendor. Vendor shall be entitled to
recover all costs of collection including, but not limited to, finance charges and interest at the rate of one
percent (1%) per month for any efforts to collect fees from the City.
Unit Type Service Category Brief Service Description UNIT COST ANNUAL ANNUAL ANNUAL
COST FOR COST FOR COST FOR
YEAR RENEWAL RENEWAL
1 YEAR 2 YEAR 3
Registration portal to support online property registration
$10.00/filing - assuming an annual regis-
REGISTRATION
by property type. Should include training for COFW staff
tration requirement for taxpayers. Based
1,500.00
1,500.00
1,500.00
and STIR operators.
on an estimate of 150 STIR filers.
HOT REMITTANCE AND PAY-
(HOT) Remittance Taal with customizable features includ-
$10.00/filing -assuming City taxpayers
MENT COLLECTION
ing an online payment collection tool. Should support cus-
are required to file monthly. Based on an
tomizable payment screens for propertyspecifc liabili-
estimate of 150 STIR filers.
18,000.00
18,000.00
18,000.00
ties/fees and multiple payment types.
On -demand reporting including activity, non- compliance,
violations, late/missed payment, evidence, and more.
REPORTING
Customizable features to include GIB file uploads.
$0.00 - Included
0.00
0.00
0.00
Short Term Rental
Examine monthly filings against stale records to identify
,
150 units
( )
COLLECTION VALIDATION and
under -reporting of taxes.
$0.00-Included
0.00
0.00
0.00
ANALYSIS
DIRECT MAILING
Public outreach and communication with property owners
$1.00 - One dollar cost for every mailing.
150.00
150.00
150.00
including newly identified STRs and deliquency communi-
Outreach via phones and email is in
cations. Should include direct mail and phone.
cluded in our program at no extra charge.
SUPPORT
Direct support including a live -person hotline.
$0.00 - Included
0.00
0.0
0.
0
00
PERMIT MONITORING and NOTI.
Monitor expiration and provide nobfication of renewal.
$0.00 - Included
0.00
0.0
0.
FICATION
0
00
Monitodly activity and report noncompliance and com-
ENFORCEMENT
plaint activity, including gathering court-defensable
$0.00 -Included
0.00
0.0
0.
evidence
0
00
Registration portal to support online property registration
$10.00/filing - Based on an estimate of
by property type. Should include training for COFW staff
200 hotel/motel filers filing annual regis-
REGISTRATION
and STR operators.
trations.
2,000.00
2,000.00
2,000.00
HOT REMITTANCE AND PAY-
(HOT) Remittance Tool With customizable features includ-
$10.00/filing - assuming City taxpayers
MENT COLLECTION
ing an online payment collection tool. Should support cus-
are required to file monthly. Based on an
tomizable payment screens for property-specificliabili-
estimate of 200 hotel/motel filers.
24,000.00
24,000.00
24'000.00
tiestam and multiple payment types.
Traditional Hotel
On -demand reporting including activity, non-compliance,
(200 units)
REPORTING
and late/missed payment.
$0.00 - Included
0.00
0.00
0.00
COLLECTION VALIDATION and
Examine monthly Filings against state records to identify
ANALYSIS
under -reporting of taxes.
$0.00 - Included
0.00
0.00
0.00
Public outreach and communication with hotels including
$1.00 - One dollar cost for every mailing.
DIRECT MAILING
deliquency communications. Should include direct mail
Outreach via phones and email is in-
200.00
200.00
200.00
and phone.
cluded in our program at no extra charge.
SUPPORT
Direct support including a live -person hotline.
$0.00 - Included
0.00
0.00
0.00
Implementation
Costs
IMPLEMENTATION
Implementation costs and one-time fees.
7,500.00
7,500.00
0.00
0.00
Annual Costs
53,350.00
45,850.00
45,850.00
Vendor Services Agreement -
Technology - Exhibit B
Page
20 of 26
LEGAL\64972444\4
City Secretary Contract No. 60067
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone / Deliverable Ref. #:
Milestone / Deliverable Name:
Unit Testing Completion Date:
Milestone / Deliverable Target Completion Date:
Milestone / Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Vendor: Approved by City Department Director:
Signature:
Printed Name:
Title:
Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Signature:
Printed Name:
Title:
Date:
Vendor Services Agreement — Technology — Exhibit C Page 21
of 26
LEGAL\64972444\4
City Secretary Contract No. 60067
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.
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 rights will automatically expire one (1) year from the date of this Agreement. If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement
will expire at the completion of the contracted services, or upon termination of the contracted services,
whichever occurs first. This Agreement will be associated with the Services designated below.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; 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
to the Network and/or termination of this 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 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 Services Agreement — Technology — Exhibit D Page 22 of 26
LEGAL\64972444\4
City Secretary Contract No. 60067
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
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:
5.1.1. Vendor shall be responsible for any City -owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting
personally -owned computer equipment to the City's Network;
5.1.3. Vendor Personnel shall protect City -issued passwords and shall not allow
any third party to utilize their password and/or user ID to gain access to the City's Network;
5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of
Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Vendor Personnel shall not copy or duplicate electronic information for
use on any non -City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this 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 Securitv. 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.
(signature page follows)
Vendor Services Agreement — Technology — Exhibit D
LEGAL\64972444\4
Page 23 of 26
ACCEPTED AND AGREED:
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
By: --
Name: David o ke `�
Title: City ageeer
Date: % /� Z3
APPROVAL RECOMMENDED:
City Secretary Contract No. 60067
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: John Samford (Aug 31, 2023 22:06 CDT)
Name: John Samford
Title: Assistant Finance Director & City Treasurer
APPROVED AS TO FORM AND LEGALITY.,
P
By:
Reginald Zeno (Sep 1, 2023 08:12 CDT)
Name:
Reginald Zeno
Title:
Chief Financial Officer
By:
4g4000n�n
uF �oRr�°a
Name: Taylor C. Paris
ATTEST:
Title: Assistant City Attorney
Ov8 �=4
opa,� a oo'�a
CONTRACT AUTHORIZATION:
aa�n nEaA54pb
M&C: N/A
By:
Date Approved: N/A
Name:
Jannette Goodall
Title:
City Secretary
Form 1295 Certification No.: N/A
VENDOR:
Azavar Audit Solutions, Inc.
By:
Name: Jason Perry
Title: President
Aug 302023 OFFICIAL RECORD
,
Date: CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement — Technology — Exhibit D Page 24 of 26
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City Secretary Contract No. 60067
Vendor Services Agreement — Technology — Exhibit D
LEGAL\64972444\4
Page 25 of 26
City Secretary Contract No. 60067
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Vendor Audit Solutions, Inc.
55 East Jackson Boulevard, Suite 2100, Chicago, IL 60604
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 Vendor. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will
submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President / CEO
Other Title:
Date:
Vendor Services Agreement — Technology — Exhibit E Page 26
of 26
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