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HomeMy WebLinkAboutContract 44876 CITY SEC !RETARY CONTRACTNO.' MAINTENANCE AGREEMENT' This MAINTENANCE AGREEMENT ("Agreement"') is made and entered into by and between the CITY OF FORT'WORTH (the"City"), a home rule municipal corporation of the State of Texas, acting by and through Charles W. Daniels, its duty authorized As ist nt City Manager, a n Inc. ("Consultant"), a Maryland Corporation and acting by and through Lisa Reaver, its duly authorized President and CEO. 1. SCOPE OF SERVICES. Consultant wild, with good faith and due diligence, provide the City with technical support and assistance and program updates for the ADORE software and provide a one day on-site training. In particular, Consultant will perform all duties outlined and described in the Scope of Work, which is attached hereto as Exhibit "'A" and incorporated herein for all purposes as though it were set forth at length. The actions and objectives contained in Exhibit"A" are referred to herein as the"Services." Consultant shall perform the Services in accordance with standards in the industry for the carne or similar services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. 2. TERM. This Agreement shall commence upon October 1, 2013 "effective Date") and sh all expire on September 30, 2014, wunless terminated earlier in accordance with the provisions of this Agreement. The Agreement may be renewed for up to three additional one-year periods by mutual written agreement of the parties. 3. COMPENSATION'. As full and complete compensation for all Services described,1, above, Consultant shall he paid a. fee of Five Thousand Nine Hundred Ten Dollars, ($151,910.001) in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "% which is incorporated for, all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement t unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the .pity first approves such expenses in writing.. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 31 days written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient finds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for whic OFFICIAL RECORD Maintenance Agreement CFW and MBE,Inc. 2013 aye§999 Tv F WORTH,TX received without penalty or expense to the City of any kind whatsoever, except as to the portions of the pa tints here*in agreed upon for which funds shall have been appropriated. 4.3 Duties and Obli ations of the Parties. In the event that this Agreement is terminated prior to the, Expiration Datel the City shall pay Consultant for services actually rendered up to -the effective date of termination and Consultant 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. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services, under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers., acrents and emploN,-ees. further agrees that it shall treat all information provided to it by the City ("City Information"") as confidential and shall not d'isclose any W W such information to a third' partv without the prior Avritten approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access. modi�-',, delete or otherwise con-Lipt City hiformation in anv way. Consultant shall notif�,- the City immediately if the security or integrity 4 any City informatio'n' has� been compromised or is believed to have been compromised., 6. RIGHT'TO AUDIT:. Consultant agrees that the City shall., until the expiration of three (3) �-ears after final pavment under this Agreement have access to and the right to examine at reasonable times anv directly"pertinent books. documents, papers and records of the consultant involving trwisactions relating to this Agreement at no additional cost to the Citv. Consultant, agrees that the Cite have access, during Consultant facilities and shall be provided adequate and normal working hours to all neces,san I appropriate work space in order to conduct audits in compliance with the provisions of this section. The Cigar shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to ' the effect that the subcontractor agrees that the Cite shall, until epiration of three ears after final x. pad°--ment of the subcontract, have access to and the fight to examine at reasonable times anv 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, reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant 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, Consultant 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, sere ants. employees. contractors and, subcontractors. Ma�intenance Agreement CF'and MdE,Inc., Page 2 of 10 consultant acknowledges that the doctrine of responde�at.superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors, subcontractors. Consultant farther agrees that nothing herein shall he construed as the creation of a partnership orjoint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION, CONSULTANT SHALL BE LL4BLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS PROPERTY DAM4 GE ANDIOR PERSONAL I NJUR,y LvCL uDING DEATH TO ANY AND ALL PERSONS, OF ANY K(AD OR CHAR4CTER ASSERTED, TO THE EXTENT CAUSED BY 7HE NEGLIGENT ACTS OR 0MISSION(S), M4LFEASANCE OR INTENTIONAL MISCOADUCT F CONSULTANT ITS OFFICERS, A GENTS,SER V IS OR EMPL 0 Y ES. CONSULTANT COVENANTS AND AGREES TO, AND DOES DEREBY, IN''.I� .IFY, HOLD" R4RULESS AND DEFEAD I HE CITY, ITS OFFICERS,; A GENTS, SERVANTS E GAINST ANY A"ALL CLALVS OR LA WSUITS FOR EITHER PROPERTY G OR LOSS CL UD 'J ALLEGED DAMAGE R LOSS TO CONSULTANT'S BUSINESS AND ANY RESULIING L0,VT PROFITS) ANDIOR PERSONAL INJURY TO ANYAAD ALL PERSONS, OF ANYKIND OR , 9WETHER REAL OR ASSERTED,, SING OUT OF OR IN COAWEC77ON WITH THIS A GREEMENT, TO THE ENT A US ED B Y 771E IVEGLJGENT A CIS OR OMISSIONS O M4LFEASANCE OF CONSUL TANT ASSIGNMENT AND,SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties obligations or rights under this Agreement without the poor written consent of to City. If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound,by the duties and obligations of Consultant under this Agreement. The Consultant 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 'teen agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligation of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with one or more certificates of insurance :ocument ng policies of the following mm* imum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement-, 1 .1 Coverage and Limits a Commercial General Liability 1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability 11 Each accident on a combined single limit basis or $25000 Bodily injurer per person Maintenance Agreement CFW and E,y Inc. Page 3 of 0 $5001000 Bodily injury per occurrence $100!)000 Property damage Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. Any vehicle"shall be any vehicle owned and non-owned (c) Worker's Compensation, Statutory limits Employer's liability $1001000 Each accident/occurrence $1001000 Disease -per each employee $5001000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers Compensation Act (Texas Labor Code, Title 5, Subtitle A)and minimum policy limits,for Employers' Liability of 100,000 each accident/occurrence, $500,000 bodily injury disease poficy lu' llit and $100,000 per disease per employee (d) Professional Liability(Errors& Omissions) $1,0001000 Each Claim Limit $ 1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to-the Commercial General Liability(CGL)policy,or a separate policy specific to Professional E&O. Either is acceptable if coverage meets aU other requirements. Coverage shall be claims made, and maintained for the duration of the contractual agreement and for two(2,) yearsf olio wing completion of services provided., An annual certificate of insurance shall be submitted to the City to evidence coverage. 101.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to -this Agreement. All policies, except Workers' Compensation shall be endorsed to name the City as an additional insured thereon, as its *interests, may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The to City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty(301),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. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmoirton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. Maintenance Agreement CFW'and MdE,Inc. Page 4 of 10 .......... COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances,, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations'. Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATIC COVENANT. I Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant'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 Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant 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 foes* 'le with electronic confirmation of the transmission, or (3) received, by the other party by United States Mail, registered� return receipt requested, addressed as fellows To The CITY: To CONSULTANT.- City of Fort Worth NIDE Inc Attn: Charles W. Daniels Attn: Lisa Reaver 10010 Throck:morton 14502 Green view Dr Suite520 Fort Worth TX 76 102 Laurel, MD 7018 Facsimile- (817) 392-3942 Phone: (301) 497-9508 140 SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the to 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 to of this agreement,, without the prior written consent of the person's employer. 15. GOVERNMENTAL P+ ERS. 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 Consultant to insist upon the performance of any to or provision of 'this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Maintenance Agreement CFW and MdE,Inc. Page 5 of 10 1 7. GOVERNING LAW/ NU . This, Agreement shall be construed in accordance with the internal laws of the State of Texas. If y 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 for the Northem District f Texas, Fort orb Division, 18, S VERABILITY. If any provision of this Agreement is held to he invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way he affected or impaired. 190 FORCE MAJEURIE. The City and Consultant ,shall exercise their hest 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 a care), 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 dyer any cutler similar causes. 20, HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall, not he deemed a part of this Agreement. 2 .. REVIEW OF COUNSEL. The parties,acknowledge that each party d its counsel have had th opportunity to review araud revise this Agree ment and-tat the normal rules of construction to the effect that any ambiguities are to he resolved ag . st the drafting party shall not he employed in. e interpretation of this Agreement err exhibits hereto.. 22, AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall he binding upon a,party hereto unless such extension, modification, or amendment is set forth in a Witten ' strument, which is executed. by an authorized representative and delivered on behalf of such park'. 2311 SIGNATURE AUTHORITY, The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has, been granted by proper order, resolution, ordinance r other authorization oT t � he entity. The other par'"is fully entitled to rely on this warranty and representation in entering into this Agreement. 2,4, ENTIRETY OF AGREEMENT. This Agreement, including the schedule of ihits attached hereto and any documents incorporated crated herein by reference, contains the entire understanding and agreement between the City and. Consultant, their assigns d successors in interest, as to the matters contained herein. Any prior or Maintenance Agreement CFW and MdE,Inc. Page 6 of 10 contemporaneous oral or written agreement is hereby declared nWl and void to the extent in conflict with any provision o�f this Agreement,. I, NE A SS-WIXEREOF, the parties hereto have executed this Agreement in multiples thi A,t74, of 42013. ...........Ll CM OF FORT WORTH: MdE!l By- By. Cha4es, IV. Daniels Usa�Rea e"I I r Assistant City Manager Pres, e and CEO 1, Date: t07- Date-, APPROVAL RECOMMENDED, A By. —<AAWMr IWO J e ff r,e y v V-."rHU I�st e a d Chief oIf'Police AW% Date: 7_0 z 3If 13 APPROVED AS TO FORM i wo AN�Ql L GA By Denis M Iroy Lney Assistant" City A Contract Authorization: No M&,C Required kff .................. AT�TE§' M TEA j I Rol City Secrr OFFICIAL RECORD Y. CITY SECRETARY FT.WORTH, TX Maintenance Agreement Page 7 of 10 CFW and MdE,Inc. 44-F7 Exhibit A" Statement of Work MdEl) Inc. Maintenance Plan Technical/Giant Support MdE, Inc. (Consultant) will provide client support from 8:00 a.m. to 6 pm. EST, Monday through Thursday; from 8: a.m. to 51 p.m. EST on Friday; and by appointment 24 hours/day, 7 days/week. This Plan does not constitute a warranty but provides for problem resolutions and answers to user"s questions, during normal business hours., EST. Consultant does not warrant third party software applications used by Consultant products and provided by customers,, eg. Microsoft Word. The purpose of this plan is to provide the necessary technical assistance to ensure timely problem resolution and answers to user's questions. For items covered under this Plan, Consultant will provide the following.- • Acknowledgement of request within I business day • Unlimited number of phone calls • Unlimited number of email correspondence On-Site Visit (ifincluded) If an on-site visit is included with the maintenance plan purchased, Consultant will provide a one-day site visit during the active maintenance contract. The scope of the training and scheduling of such shall be coordinated a minimum of j weeks in advance of training. Consultant will contact the client a minimum of-three times during the last 6 months of the maintenance contract to coordinate this scheduling. If scheduling',of training does not occur during the active maintenance period, Consultant is not obligated to provide the on-site visit once the maintenance to expires. Program Updates Program updates are provided by Consultant as new updates, fixes and features are added. Updates will be provided electronically at no additional costs to the client. Company will provide City with advance! notice of release of a new version. In the event that a new version is rel sed, comp y wi H con th continue to support e current, version throughout the life of the eaan maintenance agreement. 0 Third Party If, at any time, an upgrade of a.third party's software or the operating system is required, Consultant will not incur the cost of such upgrade. System Administrator The client, agrees, to have a designated system admini strator (p runary contact for, support and update * issues)as well as a designated program administrator(primary contact for software usage issues). While it is highly desirable that the system administrator be knowledgeable, in networking and Windows operating systems, it is not necessary for the program administrator to have this knowledge. Virus Statement The client agrees to have virus protection soffivare loaded on each machine and agrees to perfonn weekly updates. (Consultant recommends updating your virus protection software on each machine daily.), This Plan does not cover assistance in the recovery of damage caused by viruses. Maintenance Agreement L I CFW and MdE,Inc., RECEIVED S EP 2 7 `11`3 Page 8 of 10 ­—I­-­--­--- Items Not Covered. On-site reinstallation of Consultant Inc. software, products or installation/reinstallation of third party software/products. Replacement of previous version software Maintenance Agreement page 10 C and Md E,Inc. �f "Exhibit B"" Yearly Maintenance Plan- ADORE software - Includes One Day On-Site Training Visit - Web-based - 170 Users Maintenance agreement, allows for Unlimited Tech Support for one year, along with any Version Updates for the software. TOTAL AMOUNT: $5,910.00 M,aint'ena:nce Agreement" Page 10 of 10 1 CFW and'MdE, Inc.