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HomeMy WebLinkAboutContract 60698CSC No. 60698 ADDENDUM TO FORTRA, LLC SOFTWARE LICENSE AND SERVICE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND FORTRA,LLC This Addendum to the Fortra, LLC Software License and Service Agreement ("Addendum") is entered into by and between Fortra, LLC ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1.The Fortra, LLC Software License and Service Agreement; and 2.This Addendum. Notwithstanding any language to the contrary in the attached F ortra, LLC Software License and Service Agreement, collectively referred to herein as the "Agreement", the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1.Term. The Agreement shall commence January 1, 2024 ("Effective Date") and shall expire no later than December 31, 2024 ("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 (4) one-year renewal periods 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. 2. Compensation. The City shall pay Vendor an amount not to exceed eighty-six thousand, four hundred sixty-nine dollars and forty-eight cents ($86,469.48) in accordance with the provisions of this Agreement which is attached 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 %). 3.Termination. a.Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. Addendum Page 1 of15 b. Breach. If either party commits a material breach of the 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 the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. c. Fiscal Fundin� Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the 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. d. Duties and Obli�ations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendar has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 4. Attornevs' Fees, Penalties, and Liquidated Dama�es. To the eXtent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 6. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently Addendum Page 2 of 15 demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 7. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 8. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 9. Limitation of Liabilitv and Indemnity. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 10. IP Indemnification. 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 the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if 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 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 the 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 the 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 Addendum Page 3 of 15 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 modiiication 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 the 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 REQUIRED BY CITY. 11. 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 the Agreement or in connection with the performance of any services performed under the 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 the 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 the 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 the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. 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. 12. No Mandator,y Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 13. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. Addendum Page 4 of 15 14. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 15. Public Information. 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. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. 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. 16. Addendum Controllin�. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 17. Network Access. a. Citv Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "A" and incorporated herein for all purposes. b. 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") or 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 the 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. 18. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Addendum Page 5 of 15 By signing this Addendum, Vendor certifies that Vendor Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 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 association; 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 Contractor's signature provides written verification to the City that Contractor: (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. 23. Insurance. 1. L 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: 1.1.1. Commercial General Liability: 1.1.11. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 1.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Covera�e in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. l.l .l 3. Defense costs shall be outside the limits of liability. 1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 1.1.3. Technology Liability (Errors & Omissions) 1.13.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 1.13.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Covera�e 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. 1.133. Coverage shall include, but not be limited to, the following: 1.1.33.1. Failure to prevent unauthorized access; Addendum Page 7 of 15 1.1.3 3.2. Unauthorized disclosure of information; virus; City. 1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 1.1.3.3.5. 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; 1.13.3.6. 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 e�austed. 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 1.1.333. Implantation of malicious code or computer 1.133.7. Any other insurance as reasonably requested by 1.2. General Insurance Requirements: 1.2.1. 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. 1.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 1.2.3. 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. Addendum Page 8 of 15 (signature page follows) Addendum Page 10 of 15 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: ___________________________ Name: Dana Burghdoff Title: Assistant City Manager Date: ___________________ Vendor: By: ___________________________ Name: Courtney Rogosienski Title: SR AR Manager, Fortra, LLC Date: ____________________ CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: ______________________________ Name: Christopher Harder Title: Director, Water Department Approved as to Form and Legality: By: ______________________________ Name: Taylor Paris Title: Assistant City Attorney 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: ______________________________ Name: William Bailey Title: IT Manager, Water Department City Secretary: By: ______________________________ Name: Jannette S. Goodall Title: City Secretary NETWORK ACCESS AGREEMENT This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation organized under the laws of the State of Texas, and Fortra, LLC a Delaware limited liability company ("Vendor"). 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 maintenance, support, and professional services related to the tools used on the IBM hardware that the Water Billing System resides on. In order to provide the necessary support, Vendor needs access to the Water Department network (the "Services"). 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 the 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. 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. Otherwise, access rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") � Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ No services are being provided pursuant to this Agreement. 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. 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 ar 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 Addendum Page 11 of 15 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 pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 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. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR 'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Addendum Page 12 of 15 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it 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. 10. Ri�ht to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Agreement. 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 reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, 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 reasonable notice of intended audits. 11. A�reement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments.The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assi�nment. Vendor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. 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. Addendum Page 13 of 15 15. Force Maieure. Each party shall exercise its best efforts to meet its 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. 16. Governin� Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought 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. 17. Si�nature Authoritv. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [Signature Page Follows] Addendum Page 14 of 15 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: CITY OF FORT WORTH DGIhA BU�'GI�G�Off B�7; DanaBurghdoff(Jan4, U2416:O1CST) Name: Dana Burghdoff Title: Assistant City Manager 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. Date: Jan 4, 2024 APPROVAL RECOMMENDED CGr,�r��v��Gce� t��7e� B31; Christopher Har er (Jan 4, LOZ415:10 CST) Name: Christopher Harder Title: Director, Water Department ATTEST: �� � �� By: � Name: Jannette Goodall Title: City Secretary VENDOR: Wu�l"� B�iCeti� B�; WilliamBailey(Dec19,10231 :51CST) Name: William Bailey Title: IT Manager, Water Department APPROVED AS TO FORM AND LEGALITY: ��� By: Name Title: FORTRA, LLC Courthev Ro�osiehsKi By: Courtney Rogosienski (Jan 3, 02416:15 CST) Name: Courtney Rogosienski Title: SR AR Manager Date: �an 3, 2024 Taylor Paris Assistant City Attorney Addendum Page 15 of 15 FORTRD -DO NOT PAY - QU OTE Fortra, LLC 11095 Viking Drive, Suite 100 Tax ID: 30-0290533 Eden Prairie, MN 55344 Phone: +1 952-933-0609 United States www.fortra.com Date: 30-Sep-23 Account: City of Fort Worth Quote #: Q-0000360661 Net Terms: 30 Days Expiration Date: 30-Dec-23 (00078600) Shipping Info Name: Dee Youngblood Company: City of Fort Worth Address: 200 Texas Street Fort Worth Texas76102 United States Billing Info Name: AP Supplier Invoices Company: City of Fort Worth Address: Water Department Information Technical Services 200 Texas Street Fort Worth Texas76102 United States Phone: 817-392-8579 Phone: Email: Dee.Youngblood@fortworthtexas.gov Email: Description Serial #: 7801761 Model: Feature Code: Processors: 0 System Type: Production Renewal Maintenance Supplierinvoices@fortworthtexas.gov Price Discount Amount Product LPAR Name Start Date End Date GoAnywhere Advanced Workflows - Perpetual 1-Jan-24 31-Dec-24 Serial #: 211256W Model: 41A Feature Code: EPXK Processors: 2 System Type: Production Renewal Maintenance Product LPAR Name Start Date End Date Powertech Exit Point Manager for IBM i- Primary License Z 1-Jan-24 31-Dec-24 Powertech Authority Broker for IBM i- Primary 2 1-Jan-24 31-Dec-24 License Powertech Compliance Monitor for IBM i- Primary 2 1-Jan-24 31-Dec-24 License Powertech Database Monitor for IBM i- Primary 2 1-Jan-24 31-Dec-24 License Powertech Antivirus for IBM i- Perpetual 2 1-Jan-24 31-Dec-24 Powertech Exit Point Manager for IBM i- Secondary License 3 1-Jan-24 31-Dec-24 Powertech Authority Broker for IBM i- Secondary 3 1-Jan-24 31-Dec-24 License Powertech Compliance Monitor for IBM i- Secondary License 3 1-Jan-24 31-Dec-24 Powertech Database Monitor for IBM i- Secondary 3 1-Jan-24 31-Dec-24 License Powertech Antivirus for IBM i- Perpetual 3 1-Jan-24 31-Dec-24 Robot ALERT - Primary License 2 1-Jan-24 31-Dec-24 Z,�Zs.os � (o.00) � Z,�Zs.os 2,206.99� (0.00)� 2,206.99 2,214.65 (0.00) 2,558.44 (0.00) 2,206.99 (0.00) 1,408.22 (0.00) 554.05 (0.00) 537.17 (0.00) 537.17 (0.00) 554.05 (0.00) 521.89 (0.00) 1,492.03 (0.00) 2, 214.65 2,558.44 2,206.99 1,408.22 554.05 537.17 537.17 554.05 521.89 1,492.03 This quote, including all related pricing, EXPIRES on 30-Dec-23 Contact: Crystal Joseph Phone: +1 (630) 394-9361 Email: Crystal.Joseph@fortra.com Page 2 of 4 FORTRD -DO NOT PAY - QU OTE Fortra, LLC 11095 Viking Drive, Suite 100 Eden Prairie, MN 55344 United States Robot CONSOLE - Primary License 2 1-Jan-24 31-Dec-24 Robot ALERT - Secondary License 3 1-Jan-24 31-Dec-24 Robot CONSOLE - Secondary License 3 1-Jan-24 31-Dec-24 Powertech Identity Manager for IBM i- Primary 2 1-Jan-24 31-Dec-24 License Powertech Identity Manager for IBM i- Secondary License 3 1-Jan-24 31-Dec-24 Serial #: 7801761 Model: 41G Feature Code: EP51 Processors: 2 System Type: DR Renewal Maintenance Product LPAR Name Start Date End Date Robot CONSOLE - Primary License 2 1-Jan-24 31-Dec-24 Robot ALERT - Primary License 2 1-Jan-24 31-Dec-24 Powertech Authority Broker for IBM i- Primary 2 1-Jan-24 31-Dec-24 License Powertech Command Security for IBM i- Primary 2 License Powertech Database Monitor for IBM i- Primary Z License Powertech Exit Point Manager for IBM i- Primary Z License Powertech Identity Manager for IBM i- Primary Z License Powertech Compliance Monitor for IBM i- Primary 2 License Powertech Antivirus for IBM i- Perpetual 2 Robot ALERT - Secondary License 3 Robot CONSOLE - Secondary License 3 Powertech Antivirus for IBM i- Perpetual 3 Powertech Identity Manager for IBM i- Secondary 3 License Powertech Database Monitor for IBM i- Secondary 3 License Powertech SIEM Agent for IBM i- Secondary License 3 Powertech Command Security for IBM i- Secondary 3 License Powertech Authority Broker for IBM i- Secondary 3 License Powertech Compliance Monitor for IBM i- 3 Secondary License Powertech Exit Point Manager for IBM i- Secondary 3 License 1-Jan-24 31-Dec-24 1-Jan-24 31-Dec-24 1-Jan-24 31-Dec-24 1-Jan-24 31-Dec-24 1-Jan-24 1-Jan-24 1-Jan-24 1-Jan-24 1-Jan-24 1-Jan-24 31-Dec-24 31-Dec-24 31-Dec-24 31-Dec-24 31-Dec-24 31-Dec-24 1-Jan-24 31-Dec-24 1-Jan-24 31-Dec-24 1-Jan-24 31-Dec-24 1-Jan-24 31-Dec-24 1-Jan-24 31-Dec-24 1-Jan-24 31-Dec-24 2,972.63 688.24 977.76 1,895.44 503.41 I 2,610.61 1,330.40 1,901.37 1,081.67 1,900.26 1,900.26 1,630.38 2,162.32 1,104.02 596.15 918.07 1,180.36 505.54 569.92 486.42 608.03 548.45 548.45 569.92 TaxID:30-0290533 Phone: +1 952-933-0609 www.fortra.com (0.00) 2,972.63 (0.00) 688.24 (0.00) 977.76 (0.00) 1,895.44 (0.00) 503.41 (1,304.75) (664.64) (950.68) (540.83) (950.13) (950.13) (815.19) (1,081.16) (552.01) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) 1,305.86 665.76 950.69 540.84 950.13 950.13 815.19 1,081.16 552.01 596.15 918.07 1,180.36 505.54 569.92 486.42 608.03 548.45 548.45 569.92 This quote, including all related pricing, EXPIRES on 30-Dec-23 Contact: Crystal Joseph Phone: +1 (630) 394-9361 Email: Crystal.Joseph@fortra.com Page 3 of 4 FORTRD -DO NOT PAY - QU OTE Fortra, LLC 11095 Viking Drive, Suite 100 Eden Prairie, MN 55344 United States Powertech SIEM Agent for IBM i- Primary License 2 1-Jan-24 Powertech SIEM Agent for IBM i- Secondary License 999 1-Jan-24 Serial #: 211256W Model: Feature Code: Processors: 0 System Type: Test Renewal Maintenance 31-Dec-24 31-Dec-24 Product LPAR Name Start Date End Date TaxID:30-0290533 Phone: +1 952-933-0609 www.fortra.com 643.68 (0.00) 643.68 565.97 (0.00) 565.97 GoAnywhere Advanced Workflows - Perpetual 1-Jan-24 31-Dec-24 2,725.08 (1,362.54) 1,362.54 Subtotal 50,641.54 (9,172.06) 41,469.48 Tax Calculation pending Total 41,469.48 Currency: USD This Quote is subject to the terms and conditions set forth in the: Software License A�reement This quote, including all related pricing, EXPIRES on 30-Dec-23 Contact: Crystal Joseph Phone: +1 (630) 394-9361 Email: Crystal.Joseph@fortra.com Page 4 of 4 © Fortra, LLC and its group of companies. All trademarks and registered trademarks are the property of their respective owners. Fortra.com 11095 Viking Drive, Suite 100, Eden Prairie, MN 55344 November 21, 2023 City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Dear , Thank you for your interest in Powertech Professional Services. Please see the description and pricing below. Goal: A consultant will assist customer with their current Powertech products. Service Time Cost Total Remote Service Up to 120 hours $250 per hour during regular business hours (7:00 a.m. 6:00 p.m. CT) or $375 per hour for weekend/after-hours rate Up to $45,000* based on regular business hours or after-hours rate. *Customer is invoiced monthly for hours used Quote is valid for 30 days. Services terms below include: Services expire 12 months from the date of purchase. All fees are nonrefundable. Completion Criteria: Services will end when one of the following first occurs: 1) We complete the project, or 2) We complete the number of hours, or 3) Either of us terminates the project stated with written notice to the other party. If further assistance is required for services outside of these terms, Fortra will provide another contract for said services. Scheduled remote working sessions must be scheduled in continuous blocks of time with a minimum of 1-hour blocks for on- demand service requests and 2-hour blocks for implementation and migration services. © Fortra, LLC and its group of companies. All trademarks and registered trademarks are the property of their respective owners. Fortra.com 11095 Viking Drive, Suite 100, Eden Prairie, MN 55344 If the Services include Fortra installing or updating software on Customer s systems, Customer acknowledges that Fortra will not be responsible for any damage to, or disruption of Customers systems or other software. We do our best to accommodate schedule changes, however we require a minimum of 24-hour notice for scheduled remote working sessions. If a cancellation is made within the 24-hour window, or in the event of a no-show, we reserve the right to charge those scheduled hours. The Quote is subject to the terms and conditions of any previously existing written agreement between the parties. I agree to these terms. Signed: __________________________________________ Date: Company: Return this form to: Amanda Feldt-Latham Amanda.Feldt-Latham@Fortra.com Fortra, LLC Software License and Services Agreement Customer THAT CUSTOMER 1. Definitions. 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 -Party 2. Scope and Term of Agreement. 3. Software License Grant. 3.1 3.2 3.3 4. Software Delivery and Installation. 5. Customer Responsibilities. 5.1 5.2 5.3 5.4 5.5 6. Software Ownership; Intellectual Property Indemnification. 6.1 6.2 7. Services. 7.1 7.2 8. Prices and Payment. 8.1 8.2 9. Warranties. 9.1 9.2 9.3 10. Limitation of Liability. 10.1 10.2 11. Termination. 11.1 11.2 11.3 12. Nondisclosure of Confidential Information. 12.1 12.2 12.3 12.4 13. General Provisions. 13.1 null void 13.2 13.3 13.4 I 13.5 Routing and Transmittal Slip Water Department DOCUMENT TITLE: Fortra, LLC ____________________________ M&C: CPN: CSO:DOC #: __ TO: INITIALS Shane Zondor, Approver Jan Hale, Approver Chris Harder, Signer Taylor Paris, Signer Dana Burghdoff, Signer Ron Gonzales, Approver Jannette Goodall, Signer Allison Tidwell, Form Filler Charmaine Baylor, Acceptor Needs to be notarized:YES × NO Action Required: As Requested For Your Information × Signature/Routing and/or Recording Comment File FOR CMO USE ONLY: Routing to CSO x YES NO CSC No. Contract Renewal Page 1 of 2 EXPLANATION Attached for your approval is the agreement between Fortra, LLC (Fortra) and the Water Department. Fortra, formerly HelpSystems, provides the maintenance, support, and services related to tools used on the IBM hardware that the Water Billing System resides on. The company underwent a name change, from HelpSystems to Fortra, and the previous contract is out of renewals, therefore, this is a new agreement. The spending authority for this agreement equals $6,469.48. The term will run from January 1, 2024 through December 31, 2024. If you have any questions or concerns, please call or email me. Thank you, Charmaine Baylor Sr. IT Business Planner Water IT Water Department Phone: (817) 392-6629 Charmaine.baylor@fortworthtexas.gov