HomeMy WebLinkAboutContract 59133-A1CSC No. 59133-A1
FIRST AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 59133
This First Amendment to Fort Worth City Secretary Contract No. 59133 ("First
Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation
and Selectron Technologies, Inc. ("Vendor").
WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth
City Secretary Contract No. 59133 beginning April 6, 2023 (the "Agreement"); and
WHEREAS, it is the collective desire
Agreement to adopt the Hosting, Maintenance,
and expected level of service.
of both Fort Worth and Vendor to amend the
and Technical Support document as the defined
NOW THEREFORE, known by all these present, Fort Worth and Vendor, acting herein by
and through their duly authorized representatives, agree to the following terms, which amend the
Agreement as follows:
1. Exhibit B—Maintenance and Technical Support of the Agreement is hereby replaced
with Exhibit B-Hosting, Maintenance, and Technical Support as attached hereto. Vendor hereby
agrees to deliver service in accordance with the updated Exhibit B.
2. All other terms, provisions, conditions, covenants and recitals of the Agreement not
expressly amended herein shall remain in full force and effect.
[Signature Page Follows]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
First Amendment to Fort Worth City Secretary Contract No. 59133 Pagel of 2
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Sep 12, 2024
Approval Recommended:
Chris- -ovher Aardef
By: Christopher Harder (Sep 12, 202414:02 CDT)
Name: Christopher Harder
Title: Director, Water Department
Attest:
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
SELECTRON TECHNOLOGIES, INC.
By: To Jo ton (Sep 11, 202413:55 PDT)
Name: Todd A. Johnston
Title: President
Date: Sep 11, 2024
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.
GC/G�CLCLJiL
By: William Bailey (Sep 11, 2024029 CDT)
Name: William Bailey
Title: IT Manager, Water Department
Approved as to Form and Legality:
� By: 5�
Name: Taylor Paris
Title: Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
First Amendment to Fort Worth City Secretary Contract No. 59133 Page 2 of 2
EXHIBIT B
HOSTING, MAINTENANCE, AND TECHNICAL SUPPORT
This Exhibit provides the terms and conditions and service levels for Selectron's Hosting and
Maintenance of the Licensed Software, including both the production and test severs.
1.0 DEFINITIONS
Any capitalized terms used in this Exhibit, "Hosting, Maintenance, and Technical Support," that are not
defined below shall have the same meaning as defined in Section 1 of the Agreement. The following
definitions are used only within this Exhibit and shall have the meaning stated herein only for
application within this Exhibit.
"Basic Support Hours" shall mean Monday through Friday, 5:00 am to 5:00 pm Pacific Time, excluding
United States statutory holidays.
"Downtime" means minutes when the Licensed Software is unavailable.
"Emergencv Maintenance" means Maintenance performed in response to a Force Majeure Event or
with the aim to prevent an Error; Selectron shall notify the City as soon as possible, but no later than
within two hours after commencement of Emergency Maintenance.
"Error" means any failure of the Licensed Software or the Service, as applicable, to conform in any
material respect with the Documentation.
"Error Correction" means either a bug fix, patch, or other modification or addition that brings the
Licensed Software or the Service, as applicable, into conformity with the Documentation.
"Maintenance" means Services provided by Selectron to the City to keep the System conforming to the
Documentation and to respond to requests by the City.
"Priority A Error" means an Error that causes the Licensed Software or Services to be (i) severely
impacted, resulting in a complete loss of Access or Use, or (ii) significantly degraded resulting from an
essential element of the Licensed Software or Services being non-functional and materially unavailable
to a material percentage of Authorized Users without a Workaround being available.
"Priority B Error" means an Error that (i) substantially degrades the performance of the System, (ii)
materially restricts Customer's Use of the System, or (iii) causes the System to be materially unstable or
have periodic interruptions over a sustained period of time.
"Priority C Error" means an Error that (i) causes only a minor impact on Customer's Use the System, (ii)
causes a minor degradation not visible to Users, or (iii) that is cosmetic or otherwise not material to the
essential functions of the System.
"Scheduled Maintenance" means the number of minutes that is scheduled for regular maintenance on
the System, maintenance normally occurs weekly on any weekday between 09:OOpm to 06:OOam Pacific
Time with a maximum planned Downtime of 240 minutes per month. Whenever possible the City will be
provided advance written notice of Downtime relating to Scheduled Maintenance.
"System Availabilitv" means the total number of minutes within the applicable month less any time
designated by Selectron as planned Downtime.
"Scheduled Downtime" means Scheduled Maintenance, Customer Configuration Maintenance, and
Emergency Maintenance.
"Unscheduled Downtime" means a System outage (other than those arising from Maintenance,
Scheduled Maintenance, Emergency Maintenance, events of Force Majeure, City systems or the City's
third party systems, or regional and/or national service networks including power, internet, and
telephony outages) that prevents City Users or the City's end users from consummating transactions.
"Workaround" means with respect to any Error, the provision of a temporary repair used to bypass,
mask or otherwise avoid the Error until a permanent repair is available.
2.0 ERROR REPORTING
2.1 Selectron shall provide Maintenance and Error Corrections to the Licensed Software and Services
as required to keep the Licensed Software and Services performing in all respects to the
Documentation, and to correct reported Errors that are diagnosed by the City. Selectron shall
coordinate isolation and diagnosis of Errors, testing and repair work for the response, tracking,
and resolution of all Errors.
2.2 Selectron shall provide Customer with telephone support twenty-four (24) hours per day, seven
(7) days per week for the reporting of and response to Priority A Errors, and telephone support
during Basic Support Hours for the reporting of Priority B and Priority C Errors.
2.3 When reporting an Error, the City will provide Selectron with sufficient explanation of the
circumstances under which the Error occurred or is occurring, and the City shall reasonably
classify the Error as a Priority A, B, or C Error.
3.0 ERROR RESPONSE AND RESOLUTION
3.1 Priority A Errors. In the event of a Priority A Error, Selectron shall, within two (2) hours of
receiving Licensee's report, commence verification of the Error. Upon verification, Selectron
shall use commercially reasonable efforts to resolve the Error with an Error Correction.
Selectron shall use commercially reasonable efforts to provide a workaround for the Error
within twenty-four (24) hours of receiving Licensee's report of such Error, and an Error
Correction within forty-eight (48) hours of receiving Licensee's report. Selectron shall provide
Licensee with periodic reports (no less frequently than once every eight (8) hours) on the status
of the Error Correction.
3.2 Priority B Errors. In the event of a Priority B Error, Selectron shall, within six (6) hours of
receiving Licensee's report, commence verification of the Error. Upon verification, Selectron
4.0
shall use commercially reasonable efforts to resolve the Error with an Error Correction.
Selectron shall use commercially reasonable efforts to provide a workaround for the Error
within forty-eight (48) hours of receiving Licensee's report of such Error, and an Error Correction
within six (6) business days of receiving Licensee's report. Selectron shall provide Licensee with
periodic reports (no less frequently than once every twelve (12) hours) on the status of the Error
Correction.
3.3 Priority C Errors. In the event of a Priority C Error, Selectron shall, within two (2) business days
of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron
shall use commercially reasonable efforts to resolve the Error with an Error Correction.
Selectron shall use commercially reasonable efforts to provide a workaround for the Error
within six (6) business days of receiving Licensee's report of such Error, and an Error Correction
within three (3) weeks of receiving Licensee's report. Selectron shall provide Licensee with
periodic reports on the status of the Error Correction.
3.4 A response may be provided to the City by email. A status update on the Error may be provided
by email or may be made available online, on a status website which has been communicated to
the City. Each update shall include a description of (a) functionality affected; (b) the start time of
the Error; and (c) current status of Error Correction.
3.5 If the Parties have a good faith dispute whether an Error is priority level B or C, the Parties shall
negotiate in good faith, including escalation to their respective executives, for resolution within
three (3) Calendar Days of notice of the dispute. The Parties, in their respective discretion, may
mutually agree to an alternative dispute resolution process for prompt and discrete resolution
of the Severity Level dispute.
SYSTEM AVAILABILITY
4.1 Selectron's goal for System Availability is set forth in the table below.
Service Level Goal Measure Start Measure End
System Availability 99 9% First day of the month Last day of the month
(24x7x365)
System Availability shall be measured over the period of each calendar month and calculated as
set forth above. System Availability shall be measured on a pro -rated basis for the month of
Acceptance.
4.2 Availability shall be calculated as a percentage using the following formula:
System Availability = (total minutes in Riven month minus Unscheduled Downtime)
divided by total minutes in a given month
The System Availability and goal is for the production server only. The test server shall be
considered independent and not calculated as part of System Availability.
5.0 CREDIT FOR FAILURE TO ACHIEVE SYSTEM AVAILABILITY GOAL
5.1 In the event the goal for System Availability is not attained in any given calendar month, the City
may continue to Use the System, and Selectron shall credit the City the following percentage of
the monthly production IVR Call and Hosting fees paid by the City, based on the System
Availability for a given calendar month.
Downtime
System
County
Measurement
Availability
Credit
(estimate)
Up to 48 hours of cumulative
Unscheduled Downtime
-or-
93% - 100%
No City credit
Up to 3 events of 30 or more
minutes of Unscheduled Downtime
Up to 72 hours of cumulative
Unscheduled Downtime
-or-
90% - 92.99%
10% of one month's fee credit
Up to 4 events of 30 or more
minutes of Unscheduled Downtime
Up to 96 hours of cumulative
Unscheduled Downtime -or-
87% - 89.99%
25% of one month's fee credit
Up to 6 events of 30 or more
minutes of Unscheduled Downtime
Up to 120 hours of cumulative
Unscheduled Downtime -or-
83% - 86.99%
40% of one month's fee credit
Up to 8 events of 30 or more
minutes of Unscheduled Downtime
More than 144 hours of cumulative
Unscheduled Downtime
-or-
80% - 82.99%
100% of one month's fee credit
More than 8 events of 30 or more
minutes of Unscheduled Downtime
Note: as defined above Unscheduled Downtime does not include:
• Scheduled Maintenance
• Emergency Maintenance,
• events of Force Majeure
• events caused by failure of City systems or the City's third party systems
• events caused by outages of regional or national service networks including power, internet, and
telephony that impact other service customers beyond Selectron
5.2 In order to receive a credit, the City must make a request to Selectron. Selectron shall issue a
credit to the City which will be applied to the next year's billing cycle after Selectron's receipt of
the City's credit request. Credits are applied toward the next year's billing charges at the time of
renewal. Notwithstanding anything to the contrary herein, the total amount credited to the City
in a particular month shall not exceed the total Hosting fee paid by the City for that month of
Services where the system availability credit above was met.
6.0 BACK-UP
6.1 Selectron shall back up City data collected by Selectron on a periodic basis throughout the day,
with a full backup performed nightly. On a weekly basis, Selectron shall verify such backups are
complete, accurate, and accessible. The combination of incremental and daily backups will
ensure that no more than twenty-four (24) hours of data loss will be incurred in the event of a
disaster.
6.2 Within the primary datacenter, Selectron shall maintain redundancy for all required server,
storage, data base, network, and Internet connectivity to prevent against disruption of the
System due to a single hardware device or connectivity failure.
7.0 DISASTER RECOVERY
7.1 In the event that Selectron declares a "disaster" status (as described in section 7.2 below),
Selectron will use best efforts to restore the system at a secondary hosting site (either the
current alternate collocation site or Selectron's own facilities) on a temporary basis. This effort
may take between 2 and 10 days, or longer, and requires support from the City. As the solution
is a complex system reliant on third party systems, Selectron's ability to restore the system will
be limited to the elements within Selectron's immediate control. Examples of other systems
that could delay restoration include the hosted backend database, the City's network, the
regional and national telephone and internet backbones, as well as other interdependent
systems.
7.2 Declaration of Disaster Status. Selectron will declare "disaster" status within one day of
reaching the reasonable belief that an event will cause a complete loss of Service for seventy-
two (72) hours or more. At this time Selectron will use its best efforts to contact the City to
initiate a recovery plan. The City will be requested to provide direction on priority and
availability of necessary assistance for restoration. Selectron will begin recovery efforts
coordinated with the City's priorities for bringing systems back on line.
8.0 EXCEPTIONS
The terms of this Exhibit do not apply during the following times of exception:
8.1 Service outages beyond Selectron's immediate control, such as Force Majeure Events or an
outage caused by the City, such as the City's permitting or utility databases being unavailable.
8.2 Outages following a scheduled Update or Upgrade of the Software, where the City did not
participate in coordinated functional testing and the coordinated functional testing could have
reasonably determined the issue.
8.3 Outages during the initial project implementation phase, or any subsequent major changes to
the Software and/or Hosting environment that the City requests, or any major changes being
made to the City's networks or systems.
9.0 LIMITATIONS
9.1 The terms and conditions of this Exhibit apply only to Services related to the production and test
environments of the Licensed Software and Services in conformity with the Documentation.
9.2 Unless agreed to by the Parties in writing, this Exhibit does not apply to, and the City may not
deploy to City's end users, the Licensed Software on beta, test and other pre -production release
Hardware or operating systems.
9.3 Services provided by Selectron under this Exhibit do not include the restoration of data which
has been modified or deleted by the City, the provision of additional training because of
Updates to the Licensed Software, consulting and training regarding the Use of the Licensed
Software or Services and the adjustment of interfaces within the City's systems.
FORT WORTH;,;
Routing and Transmittal Slip
Water
Department
DOCUMENT TITLE: First Amendment to Selectron Technologies Agreement
M&C:
TO
CPN:
CSO: 59133
Rick Lisenbee, Sr. Water IT Manager
Robb Bailey, Contract Compliance Manager
Todd Johnston, President, Selectron Technologies
Shane Zondor, Water Assistant Director
Jan Hale, Water Deputy Director
Chris Harder, Water Director
Taylor Paris, Assistant City Attorney
Fernando Costa, Assistant City Manager
Ron Gonzales, Assistant City Secretary
Jannette Goodall, City Secretary
Allison Tidwell, Lead Admin Asst, City Secretary's Ofc
Charmaine Baylor, Sr. IT Business Planner, Water
DOC #:
ROLE:
Approver
Signer
Signer
Approver
Approver
Signer
Signer
Signer
Approver
Signer
Form Filler
Acceptor
INITIALS:
AX
EXPLANATION
Attached is the First Amendment to CSC 59133, the agreement between the Water Department and Selectron
Technologies, Inc. (Selectron). The spending authority does not change as a result of this Amendment.
In this agreement, Selectron moved the Water Department's Interactive Voice Response System off of the
Water Department servers and into the Selectron Cloud, a software -as -a -service environment. This Amendment
adopts the expanded Exhibit B-Hosting, Maintenance, and Technical Support document that further defines
service level expectations and remedies for non-performance by the Vendor.
Please sign/approve the agreement. If you have any questions or concerns, please email me.
Charmaine Baylor
Sr. IT Business Planner, Water IT
Phone: (817) 392-6629
Email: Charmaine.bavlor(afortworthtexas.2ov