HomeMy WebLinkAboutContract 61118Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
FORT WORTH,
"1*41
VENDOR SERVICES AGREEMENT
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 Hawk Trax, LLC
("Vendor"). City and Vendor are each individually referred to herein as a "party" and collectively referred
to as the "parties." The term "Vendor" shall include Vendor, its officers, agents, employees, representatives,
contractors or subcontractors. The term "City" shall include its officers, employees, agents, and
representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B — Payment Schedule;
4. Exhibit C — Network Access Agreement; and
5. Exhibit D — Signature Verification Form
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Vendor Services Agreement, including all exhibits
thereto. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited by
applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Vendor
Services Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scone of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with GPS tracking devices to be attached to 3" AMI fire hydrant water meters and subsequent
software on an "as needed" basis for the Water Department to ensure they can locate and reclaim any fire
hydrant meters borrowed by contractors. 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.
2. Term. This Agreement shall commence upon the date signed by the Assistant City
OFFICIAL RECORD
Vendor Services Agreement Technology CITY SECRETARY page 1 of 27
FT. WORTH, TX
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
Manager below ("Effective Date") and shall expire no later than ("Expiration Date"), unless terminated
earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. The City
has the option to renew this Agreement for four (4) one-year renewal terms, each referred to as 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. City shall pay Vendor an amount up to One Hundred Thousand Dollars
and Zero Cents ($100,000.00) in accordance with the provisions of this Agreement and Exhibit `B,"
Payment Schedule, which is attached hereto and incorporated herein for all purposes. For each Renewal
Term, the City shall pay the amount on a quote provided by Vendor which shall then be attached to the
City's respective renewal form. Vendor shall not perform any additional services for City not specified by
this Agreement unless City requests and approves in writing the additional costs for such services. City
shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of
receipt of such invoice.
4. Termination.
4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non -breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine-readable format or other format
deemed acceptable to the City.
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.
Vendor Services Agreement — Technology Page 2 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The City shall give Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
Vendor Services Agreement — Technology Page 3 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. BREACH AND CYBERSECURITY INDEMNIFICATION - VENDOR
HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND
DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S
BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING
OUT OF OR RELATED TO DATA BREACHAND OR CYBERSECURITY, TO THE EXTENT
CAUSED BY THE NEGLIGENTACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,
ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section 8C each
individually referred to as a "Deliverable" and collectively as the "Deliverables,") do
not infringe upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
Vendor Services Agreement — Technology Page 4 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
City for infringement of any patent, copyright, trade mark, service mark,
trade secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it
being understood that this agreement to indemnify, defend, settle or pay shall
not apply if the City modifies or misuses the Deliverable(s). So long as Vendor
bears the cost and expense of payment for claims or actions against the City
pursuant to this section 8, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, City shall
have the right to fully participate in any and all such settlement, negotiations,
or lawsuit as necessary to protect the City's interest, and City agrees to
cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this
Agreement, the City shall have the sole right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action,
with copies of all papers City may receive relating thereto. Notwithstanding
the foregoing, the City's assumption of payment of costs or expenses shall not
eliminate Vendor's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is
enjoined or restrained or, if as a result of a settlement or compromise, such
use is materially adversely restricted, Vendor shall, at its own expense and as
City's sole remedy, either: (a) procure for City the right to continue to use the
Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -
infringing, provided that such modification does not materially adversely
affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent
non -infringing Deliverable(s) at no additional charge to City; or (d) if none of
the foregoing alternatives is reasonably available to Vendor, terminate this
Agreement, and refund all amounts paid to Vendor by the City, subsequent to
which termination City may seek any and all remedies available to City under
law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY
THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH
IN SECTION 10 OF THIS AGREEMENT.
8.4. Vendor further agrees that it will monitor and test its data safeguards from
time to time, and further agrees to adjust its data safeguards from time to time in light of
relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects
or becomes aware of any unauthorized access to any financial or personal identifiable
information ("Personal Data") by any unauthorized person or third party, or becomes aware
of any other security breach relating to Personal Data held or stored by Vendor under this
Agreement or in connection with the performance of any services performed under this
Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify
City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such
Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply
with applicable laws, and shall take the appropriate steps to remedy such Data Breach.
Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers,
Vendor Services Agreement — Technology Page 5 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
directors, employees and agents, harmless from and against any and all claims, suits, causes
of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of
or relating to any third -party claim arising from breach by Vendor of its obligations contained
in this Section, except to the extent resulting from the acts or omissions of City. All Personal
Data to which Vendor has access under this Agreement, as between Vendor and City, will
remain the property of City. City hereby consents to the use, processing and/or disclosure of
Personal Data only for the purposes described herein and to the extent such use or processing
is necessary for Vendor to carry out its duties and responsibilities under this Agreement, any
applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal
Data to third parties other than through its underlying network provider to perform its
obligations under this Agreement, unless authorized in writing by City. Vendor's obligation
to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is
the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored
in the United States or other jurisdictions approved by City in writing and shall not be
transferred to any other countries or jurisdictions without the prior written consent of City.
9. Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $500,000 per occurrence;
$2,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $500,000 per occurrence;
$1,000,000 aggregate and Umbrella Coverage in the amount of $1,000,000.
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
Vendor Services Agreement — Technology Page 6 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
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
Vendor Services Agreement — Technology Page 7 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
Vendor Services Agreement — Technology Page 8 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth TX 76102
With Copy to the City Attorney
at same address
TO VENDOR:
Hawk Trax, LLC
Attn: Amanda Harris, President
216 South F Street
Lake Worth, Florida 33460
14. Solicitation of Emolovees. 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. The City and Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
Vendor Services Agreement — Technology Page 9 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
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. Countemarts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
26. Network Access.
26.1. Citv Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the
City's computer network in order to provide the services herein, Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
26.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center
("NCIC") 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.
27. Immigration Nationality 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
Vendor Services Agreement — Technology Page 10 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
28. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
30. Prohibition on Bovcottin2 Ener2v Companies Contractor acknowledges that in accordance 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, which will 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 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, Contractor certifies that Contractor's signature provides written verification to the City
that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of
this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries Contractor
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
Vendor Services Agreement — Technology Page 11 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
a value of $100,000 or more which will 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,
Contractor 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.
32. Renortin2 Requirements.
32.1. For purposes of this section, the words below shall have the following meaning:
32.1.1. Child shall mean a person under the age of 18 years of age.
32.1.2. 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.
32.1.3. 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.
32.1.4. 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.
32.2. Revortin2 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.
33. Signature Authoritv. 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 " B" 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.
34. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
(signature page follows)
Vendor Services Agreement — Technology Page 12 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND
AGREED:]
City:
Dom 5&yh6A(
By: Dana BurRhdoff (Mar Y4, 2024 14-10 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date:
Vendor:
By; / Y`M"k, i4"YIs
Name: Amanda Harris
Title: President
Date: Mar 12 2024 11:26
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
�1a4ll"'
By: Chris Harder (Mar 13, 2024 09:08 CDT)
Name: Chris Harder
Title: Water Department Director
Approved as to Form and Legality:
By:
Name: Jeremy Anato-Mensah
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
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: Crystal Long
Title: Sr. Administrative Assistant
City Secretary:
By:
Name: Janette Goodall
Title: City Secretary
46ovounIl
ap0. FOR 0.4&
pro °•Id
0
dVo 0=4
o°*1�
darn nEK00Rote
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement — Technology Page 13 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
EXHIBIT A
SCOPE OF SERVICES/SPECIFICATIONS
LOSCOPE
1.1 The City of Fort Worth (City) agreement is for GPS tracking devices to
be attached to 3" AMI fire hydrant water meters and subsequent
software on an "as needed" basis for the Water Department to ensure
they can locate and reclaim any fire hydrant meters borrowed by
contractors. Prospective bidders should ensure they download all
attachments for complete responses and understanding of the agreement
the City intends to award from this solicitation. The successful bidder(s),
known hereafter as "Contractor"/ "Vendor."
1.2 This Agreement shall begin on the date the City Secretary Contract
is executed by the Assistant City Manager ("Effective Date") and
shall expire one year from that date, ("Expiration Date"), unless
terminated earlier in accordance with this Agreement ("Initial
Term"). Upon the expiration of the Initial Term, the Agreement shall
renew under the same terms and conditions for up to four (4) one-
year renewal periods, unless City or Vendor provides the other party
with notice of non -renewal at least 60 days before the expiration of
the Initial Term or renewal period. However, if funds are not
appropriated, the City may cancel the Agreement 30 calendar days
after providing written notification to the Contractor / Vendor
1.3 Following the award, additional products/ services of the same general
category that could have been encompassed in the award of this
Agreement, and that are not already on the Agreement, may be added
based on the discount offered and price sheet provided with the bid.
1.4 Unit prices shall include all costs associated with the specified work,
including but not limited to handling, delivery, fuel charges, and initial
battery. NO ADDITIONAL CHARGES WILL BE ACCEPTED OR
PAID BY THE CITY.
1.5 Any specifications/requirements that have been omitted from this scope
of services that are clearly necessary or in conformance shall be
considered a requirement although not directly specified or called for in
the scope of services.
1.6 The submission of a bid by the Bidder shall be considered evidence of
compliance with these requirements.
2.0 CHANGE IN COMPANY NAME OR OWNERSHIP
2.1 The Vendor shall notify the City's Senior Purchasing Manager, in
writing, of a company name, ownership, or address change for the
purpose of maintaining updated City records. The president of the
company or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be
Vendor Services Agreement — Technology Exhibit A Page 14 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
accompanied with supporting legal documentation such as an
updated W-9, documents filed with the state indicating such change,
copy of the board of director's resolution approving the action, or an
executed merger or acquisition agreement. Failure to do so may
adversely impact future invoice payments.
3.0 GPS TRACKING DEVICE REOUIREMENTS
3.1 The Contractor shall provide a GPS Web -based tracking system and GPS
tracking devices to enable the City of Fort Worth- Water Department to
track and manage assets.
3.2 The GPS devices shall:
3.2.1 Be the Digital Matter brand, Yabby Edge product, model LTE-
M/NB-IoT, or an equivalent product.
3.2.2 Come with the hardware necessary to install the unit on a flat
surface.
3.2.3 Operate with Long Term Evolution- Machine Type
Communication (LTE-M) and NarrowBand- Internet of Things
(NB-IoT) bands.
3.2.4 Support roaming between networks.
3.2.5 Be applicable in indoor and outdoor settings.
3.2.6 Be waterproof.
3.2.7 Withstand normal impact and dust.
3.2.8 Be able to operate in extreme temperatures.
3.2.9 Be compact and light weight.
3.2.10 Have the capability to send alerts to the software system
including, but not limited to, when the devices are:
3.2.10.1 Damaged
3.2.10.2 Have a low battery
3.2.10.3 Geofence
3.2.11 Have the ability to set to theft recovery mode.
3.2.12 Be able to be configured, and/or modified through cloud -based
software.
4.0 WARRANTY
Vendor Services Agreement — Technology Exhibit A Page 15 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
4.1 The Vendor shall provide a minimum 2-year warranty on products
against all defects in materials, workmanship, and design commencing
on the date of delivery to the City of Fort Worth.
4.2 The City of Fort Worth shall notify the Vendor, within 72 hours after the
discovery of any failure, defect, or damage.
4.3 If the Vendor fails to remedy any failure, defect, or damage within 10
business days after receipt of notice, the City of Fort Worth shall have the
right to replace, repair, or otherwise remedy the failure, defect, or
damage at the Vendor's expense.
4.4 The Vendor shall remedy at the Vendor's expense any non -conforming or
defective products, including shipping and materials to address the
warranty repair.
4.5 The Vendor shall provide the warranty duration and terms language with
their bid response.
5.0 SOFTWARE REOUIREMENTS
5.1 The software shall be web -based.
5.2 The web -based application shall be accessible through desktop, and
mobile devices such as Windows and iOS.
5.3 The Vendor shall provide access to a webpage graphical user interface
(GUI) that will allow the City to view its assets.
5.4 The software shall allow for up to 15,000 location uploads per month,
pooled between all the devices the City of Fort Worth purchases.
5.5 The software should allow for up to 5 location uploads per tracking
device each day.
5.6 The Vendor shall allow the manager the ability to create, delete and
edit user accounts on the webpage GUI.
6.0 DELIVERY REQUIREMENTS/ PERFORMANCE OF SERVICES
6.1 Products shall be delivered to:
6.1.1 North Holly Water Treatment Plant- Meter Services
1120 Fournier St, Fort Worth, TX 76102
6.2 The Contractor shall deliver products during normal business hours
7:00 a.m. to 5:00 p.m., Monday through Friday.
6.3 The Contractor shall not deliver products on City -observed holidays.
6.3.1 City observed holidays
Vendor Services Agreement — Technology Exhibit A Page 16 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
6.3.1.1 New Year's Day
6.3.1.2 Martin Luther King Jr. Day
6.3.1.3 Memorial Day
6.3.1.4 Juneteenth
6.3.1.5 July 4'
6.3.1.6 Labor Day
6.3.1.7 Thanksgiving Thursday and the following
Friday
6.3.1.8 Christmas Day
6.4 The Contractor shall deliver products or perform requested services
within a maximum of 10 business days after receipt of service request
or Purchase Order.
6.5 The Contractor shall respond to a call or email from the City of Fort
Worth Water Department within a maximum of 24 hours after receipt.
7.0 CITY RESPONSIBILITIES
7.1 The City shall be responsible for installing the GPS tracking devices on
the fire hydrant meters.
8.0 LAWS. REGULATIONS. AND ORDINANCES
8.1 The Vendor shall be responsible for meeting all Federal: laws,
ordinances and regulations; State: laws, ordinance and regulations;
County: laws, ordinances and regulations; and City: laws, ordinances,
and regulations for safety of people, environment, and property. This
includes, but is not limited to, all Federal, State, County, and City
Agencies, Administrations and Commissions such as the
Environmental Protection Agency (EPA), Occupational Safety and
Health Administration (OSHA), and the Texas Commission on
Environmental Quality (TCEQ). In the event any law, regulation or
ordinance becomes effective after the start of this Agreement, the
Vendor is required to comply with new policy. Any mandates requiring
the City to comply with new guidelines will also require the Vendor to
comply.
9.0 INVOICING REOUIREMENTS
9.1 The City of Fort Worth has implemented an automated
invoicing system.
Vendor Services Agreement — Technology Exhibit A Page 17 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
9.2 The Vendor shall send invoices electronically to our centralized
Accounts Payable department invoice email address:
sal2lierinvoices(&fortworthtexas.2ov. This email address is not
monitored so please do not send correspondence to this email
address. The sole purpose of the supplier invoices email
address is to receipt and process supplier invoices.
9.3 Please include the following on the subject line of your e-mail:
Vendor name, invoice number, and PO number, separated by an
underscore (ex: Example, Inc._123456 FW013-0000001234)
9.4 To ensure the system can successfully process your invoice in
an expedient manner, please adhere to the following
requirements:
• All invoices must be either a PDF or TIFF format.
• Image quality must be at least 300 DPI (dots per inch).
• Invoices must be sent as an attachment (i.e. no invoice in
the body of the email).
• One invoice per attachment (includes PDFs). Multiple
attachments per email is acceptable but each invoice must
be a separate attachment.
• Please do not send handwritten invoices or invoices that
contain handwritten notes.
• Dot matrix invoice format is not accepted.
• The invoice must contain the following information:
• Supplier Name and Address;
• Remit to Supplier Name and Address, if different;
• Applicable City Department business unit# (i.e.
FW013)
• Complete City of Fort Worth PO number (i.e. the PO
number must contain all preceding zeros);
• Invoice number;
• Invoice date; and
Invoices should be submitted after delivery of the goods
or services.
9.5 To prevent invoice processing delays, please do not send
invoices by mail and email and please do not send the same
invoice more than once by email to
sunnlierinvoicesa,fortworthtexas.,aov. To check on the status of
an invoice, please contact the City Department ordering the
goods/services or the Central Accounts Payable Department by
email at: ZZ FIN AccountsPavable(&,,fortworthtexas.i!ov.
9.6 If you are unable to send your invoice as outlined above at this
time, please send your invoice to our centralized Accounts
Payable department instead of directly to the individual city
department. This will allow the city staff to digitize the invoice
Vendor Services Agreement — Technology Exhibit A Page 18 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
for faster processing.
9.7 If electronic invoicing is not possible, you may send your paper
invoice to:
City of Fort Worth
Attn: FMS Central Accounts Payable
200 Texas Street
Fort Worth, Texas, 76102
The City's goal is to receive 100% of invoices electronically so that all
supplier payments are processed efficiently. To achieve this goal, we need
the Vendor's support.
If Vendor has any questions, please contact the Accounts Payable team at
(817) 392- 2451 or by email to _
ZZ FIN AccountsPavable(a,fortworthtexas.2ov.
9.8 Vendor shall not include Federal, State of City sales tax in its
invoices. City shall furnish a tax exemption certificate upon
Vendor's request.
10.0 UNIT PRICE ADJUSTMENT
10.1 The unit prices may be adjusted for increases or decreases in
Vendor's cost during the renewal period but before the
effective date of the renewal upon written request from the
Vendor.
10.2 The Vendor must submit its price adjustment request, in
writing, at least 60 days before the renewal effective period.
The Vendor shall provide written proof of cost increases with
price adjustment request.
10.3 If the City concludes that the rate increase being requested is
exorbitant, the City reserves the right to adjust the rate request,
or reject the rate request in its entirety and allow the contract to
expire at the end of the contract term. If the City elects not to
exercise the renewal option, the Purchasing Division will issue
a new solicitation.
10.4 Prices bid shall remain firm for each one-year term of the
Agreement and shall include all associated freight and delivery
costs.
Vendor Services Agreement — Technology Exhibit A Page 19 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
10.5 Prices offered shall be used forbid analysis and for Agreement
pricing. In cases of errors in extensions or totals, the unit prices
offered will govern.
10.6 Upon expiration of the Agreement term the successful bidder,
agrees to hold over under the terms and conditions of this
Agreement for a reasonable period of time to allow the city to
re -bid an agreement, not to exceed ninety (90) days. Vendor
will be reimbursed for this service at the prior agreement
rate(s). Vendor shall remain obligated to the City under all
clauses of this Agreement that expressly or by their nature
extends beyond and survives the expiration or termination of
this Agreement.
10.7 Goods and/or services shall not be suspended by the Vendor
without a 30-day prior written notice to the City.
11.0 PERFORMANCE
11.1 Failure of the City to insist in any one or more instances upon
performance of any of the terms and conditions of this
Agreement shall not be construed as a waiver or relinquishment
of the future performance of any terms and conditions, but the
Vendor's obligation with respect to such performance shall
continue in full force and effect.
12.0 HAZARDOUS CONDITIONS
12.1 The Vendor is required to notify the City immediately of any
hazardous conditions and/or damage to any property.
12.2 Hazardous materials shall be handled with care and workers
shall wear Personal Protective Equipment (PPE) while handling
hazardous material. If there are questions regarding how to
dispose of materials, the Vendor shall contact City of Fort
Worth Code Compliance at 817-392-1234
13.0 CONTRACT ADMINISTRATION AND TERMINATION
13.1 Contract administration will be performed by the City
Department. hi the event the Vendor fails to perform according
to the terms of the agreement, The Department head or his/her
designee will notify the Vendor, in writing, of its failures. A
meeting may be arranged to discuss the Vendor's deficiencies.
A written cure notice may be prepared giving the Vendor 14
calendar days to cure any deficiency.
13.2 In the event the Vendor continues with unsatisfactory
performance, the department will promptly notify the Senior
Purchasing Manager who will take appropriate action to cure
the performance problem(s), which could include cancellation,
termination for convenience or default. If the agreement is
Vendor Services Agreement — Technology Exhibit A Page 20 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
terminated for default, the Vendor may be held liable for excess
cost and/or liquidated damages.
13.3 The Vendor will be paid only those sums due and owing under
the agreement for services satisfactorily rendered, subject to
offset for damages and other amounts which are, or which may
become, due and owing to the City.
13.4 The City reserves the right to terminate this agreement, or any
part hereof, for its sole convenience. In the event of such
termination, the Vendor shall immediately stop all work
hereunder and shall immediately cause any and all of its
suppliers and subVendors to cease work. Subject to the terms of
this agreement, the Vendor shall be paid a percentage of the
agreement price reflecting the percentage of the work
performed prior to the notice of termination, plus reasonable
charges the Vendor can demonstrate to the satisfaction of the
City using its standard record keeping system, have resulted
from the termination. However, in no event shall the total of all
amounts paid to the Vendor exceed the agreement price. The
Vendor shall not be reimbursed for any profits which may have
been anticipated, but which have not been earned up to the date
of termination.
14.0 RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR
AGREEMENT
14.1 If the Federal award meets the definition of "funding eCFR —
Code of Federal Regulations agreement" under 37 CFR §401.2
(a) and the recipient or subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance
of experimental, developmental, or research work under that
"funding agreement," the recipient or subrecipient must comply
with the requirements of 37 CFR Part 401, "Rights to
Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants, Contracts and
Cooperative Agreements," and any implementing regulations
issued by the awarding agency.
15.0 CLEAN AIR ACT AND FEDERAL WATER POLLUTION
CONTROL ACT
15.1 Vendor shall comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-
7671q) and the Federal Water Pollution Control Act as amended
(33 U.S.C. 1251-1387). Violations must be reported to the Federal
Vendor Services Agreement — Technology Exhibit A Page 21 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
awarding agency and the Regional Office of the Environmental
Protection Agency (EPA).
16.0 DEBARMENT AND SUSPENSION
16.1 Per Executive Orders 12549 and 12689, a contract award (see 2
CFR 180.220) shall not be made to parties listed on the
government -wide exclusions in the System for Award
Management (SAM), in accordance with the OMB guidelines at 2
CFR 180 that implement Executive Orders 12549 (3 CFR part
1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235),
"Debarment and Suspension." SAM Exclusions contains the
names of parties debarred, suspended, or otherwise excluded by
agencies, as well as parties declared ineligible under statutory or
regulatory authority other than Executive Order 12549.
17.0 BYRD ANTI -LOBBYING AMENDMENT (31 U.S.C. 1352)
17.1 Firms that apply or bid for an award exceeding $100,000.00 must
file the required certification. Each tier certifies to the tier above
that it will not and has not used Federal appropriated funds to pay
any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352.
Each tier must also disclose any lobbying with non -Federal funds
that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non -
Federal award.
17.2 Bidders shall provide proof of Byrd Anti -Lobbying Amendment
certification filings with their bid, if the bid exceeds $100,000.00
Vendor Services Agreement — Technology Exhibit A Page 22 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
EXHIBIT B
PAYMENT SCHEDULE
ZOW $Ign Dotummk f6 MEA234,1541¢-VFEFPMMI)WXUUKPU�ggNLNPOFLUCFIBPAJPP2Wo
111�' PRICE SUBMITTAL
c�eol-xa.aial i
Event %Ljmd W+iliWlr
� t _.-
evemt Hsme
ITS CkS Tradr ices and eoft: a
9ur1 Tlnla Flnkah Tkn■
161 p3}�p23 p1:fl6iOA {gT :Lg12Ef2a23 13= C6T
Lilnw= I
n"ttkyofti-
GbWl PVSyWem ((WS5 Iraddng
deviea, i1tludin!pWtWdga, Yabby Edga- 40
pr epWivaleht prodad
Lhm: 2
ridildn_ (hti Lrnll Unll lc■ Talal
So ere-15�WkN 1krk uploads W 1.00 EA
1-011h podod brMyan al dewom. up to 5 per year l
lowkn upP ada daily par datii5a, 50& 42,000
TA[0rh; k* unu, wequua wdprMutt
•Each device requires ils own software subscr.1ptip4latel ardAnowrt ��0130 j
4hr _
546.p6
M AledlL PUBLIC EVENT 13ETMLS
Submil To: City of Fors Worth
FIRANCIAL MANAGEMENT SERVICES
FINANCE - Ci Hall l Flak
204Texas S1 wer leve1601)
Fax Worth TX 102-6314
UrWed Slslas
Email. FM8Purthas ngFAsporrseal�?Iprlwormje m.gov
Unit _ Vr Mcs . _ To1M _
EA
$40,00Q
A bid bf'0' wA be nberpreted by the City as a no -[Barge (fine) hem and the Clky will n41 axpeu w pay far 1ha1 llem
A brd of 'no hid' or no maiawse (apace 10 blank) wtw he Interpre4ed by the City lhel the Ui(erer does nail wish to bid on VW Item. 9e advised,
a 'no hid' or no re$pon5e mlty lore 0onsidRred sr. non-raap-r*e erl4 rnry in dlSquakkatiah oftlhE aid response.
Pmmpt Paymwt Discount Terms: Pwcenl Days (Lu. 3% Nei 15, Cie.) 11 no disao4nt is offered, please. All ah
Vendor Services Agreement — Technology Exhibit B Page 23 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
EXHIBIT C
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide description of
services. In order to provide the necessary support, Vendor needs access to description of specific Network
systems to which Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc. ("Access").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing description of services. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor.
Access is being granted for purposes of completing services for the City pursuant to the Agreement and
Access shall expire at the completion of the, or upon termination of the Agreement, whichever occurs first.
4. Renewal. This Network Access Agreement shall be renewed in accordance with the
Agreement if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor
shall provide the City with a current list of officers, agents, servants, employees or representatives
that require Network credentials on an annual basis. Failure to adhere to this requirement may result
in denial of Access and/or termination of this Network Access Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may
not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its
authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Network Access Agreement. A breach by Vendor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City
immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement and the
Network Access Agreement, and pursue any other remedies that the City may have under the Agreement or
this Network Access Agreement or at law or in equity.
5.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be
responsible for specifically notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
City's Network:
Vendor Services Agreement — Technology Exhibit C Page 24 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
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 137;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Vendor Personnel shall not copy or duplicate electronic information for
use on any non -City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Network Access Agreement at any time and for any reason with or without notice, and
without penalty to the City. Upon termination of this Network Access Agreement, Vendor agrees to remove
entirely any client or communications software provided by the City from all computing equipment used
and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the
City's Network.
7. Information 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.
Vendor Services Agreement — Technology Exhibit C Page 25 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
City Secretary Contract No. 61118
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Dana D-Iwzaoff of this contract, including ensuring all
By: Dana Burghdoff (Mart(, 202414:3 CDT) performance and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
Date: By:
Name: Crystal Long
Approval Recommended: Title: Sr. Administrative Assistant
Approved as to Form and Legality:
By: Chris Harder (Mar 13, 2024 09:08 CDT)
Name: Chris Harder
Title: Water Department Director By:
Name: Jeremy Anato-Mensah
Attest: Title: Assistant City Attorney
Contract Authorization:
q� x� M&C: N/A
By: Q
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Hawk Trax, LLC.
�r.4,; ` s fis
By:
Name: Amanda Harris
Title: President
Date: Mar 12 2024 11:26 EDT
Vendor Services Agreement — Technology Page 26 of 27
Zoho Sign Document ID: 299EA234-TB6EVNNLGOXIZ_ISETOJ9BPUTVXEOLVCFGAIHDO17AW
61118
City Secretary Contract No.
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Hawk Trax, LLC.
216 South F Street
Lake Worth, Florida 33460
GPS tracking devices to be attached to 3 " "[fire hydrant water meters and subsequent software on an
"as needed" basis for the Water Department to ensure they can locate and reclaim any fire hydrant
meters borrowed by contractors
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will
submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
Name:
Position:
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name: Amanda Harris
/ YV4SN d5 �iYY15
Signature of President / CEO
Other Title:
Date: Mar 12 2024 11:26 EDT
Vendor Services Agreement — Technology Exhibit D Page 27 of 27