HomeMy WebLinkAboutContract 62346-A1CSC No. 62346-A1
AMENDMENT NO. 1
TO
CITY OF FORT WORTH CONTRACT NO. 62346
This Amendment is made a part of the agreement between the CITY OF FORT
WORTH ("City") and PRIME CONTROLS, L.P. ("Vendor"), City Secretary Contract 62346.
City and Vendor shall be referred to individually as a "Party" and collectively as "Parties."
WHEREAS, the Parties previously entered into City of Fort Worth City Secretary
Contract No. 62346 (the "Agreement") on November 21, 2024; and
WHEREAS, the Agreement was executed for Vendor to provide City with
Programmable Logic Controller (PLC) panel components and systems integration services
("Services"); and
WHEREAS, the Vendor now wishes to access the City's computing environment and
network (collectively the "Network") to provide PLC Services as outline in the Scope of
Services ("Exhibit A") of the Agreement; and
WHEREAS, to provide Vendor with controlled access to City's Network to provide
Services, the Parties wish to amend the Agreement to: (1) incorporate technology insurance
coverage under Section 10; (2) add Section 34, Network Access; and (3) add Exhibit C, Network
Access Agreement.
NOW, THEREFORE, the Parties, acting herein by and through their duly authorized
representatives, enter into the following agreement:
I.
AMENDMENTS TO AGREEMENT
The following terms are hereby amended to replace the referenced terms in the
Agreement and shall be binding and enforceable as if they were originally included therein.
Section 10 of the Agreement, regarding insurance, is expanded to including
technology insurance coverages. Section (e) is added to Section 10.1 to read as follows:
10.1 Coverages and Limits
(e) Technology Liability (Errors & Omissions):
Combined limit of not less than $2,000,000 per occurrence; $4million aggregate
or
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
OFFICIAL RECORD
CITY SECRETARY
Amendment No. 1 to CSC No. 62346 FT. WORTH, Tx Page l of 7
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.
verage shall include, but not be limited to, the following:
Failure to prevent unauthorized access;
Unauthorized disclosure of information;
Implantation of malicious code or computer virus;
Fraud, Dishonest or Intentional Acts with final adjudication language;
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;
Technology coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, a separate policy specific to
Technology E&O, or an umbrella policy that picks up coverage after primary
coverage is exhausted. Either is acceptable if coverage meets all other
requirements. Technology coverage shall be written to indicate that legal costs
and fees are considered outside of the policy limits and shall not erode limits of
liability. Any deductible will be the sole responsibility of the Vendor and may
not exceed $50,000 without the written approval of the City. Coverage shall be
claims -made, with a retroactive or prior acts date that is on or before the
effective date of this Agreement. Coverage shall be maintained for the duration
of the contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the policy
if requested, shall be submitted to the City to evidence coverage.
Section 34, regarding network access, is added to the Agreement, and shall read as
follows:
34. Network Access.
34.1 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
Amendment No. 1 to CSC No. 62346 Page 2 of 7
hereto as Exhibit "C" and incorporated herein for all purposes.
34.2 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") or National Fingerprint File ("NFF"), or Texas Law
Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined
in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of
providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department, under 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
Addendums 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.
Exhibit C, NETWORK ACCESS AGREEMENT, attached hereto, is added to the
Agreement.
II.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Agreement which are not expressly amended herein shall
remain in full force and effect.
[Signature Page Follows]
Amendment No. 1 to CSC No. 62346 Page 3 of 7
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WOIITII
fly: William Johnson (J n 24, 202511:52 CST)
Name: William Johnson
Title: Assistant City Manager
Date: 01/24/2025
APPROVAL RECOMMENDED:
CHr&-tovher harder
fly: Christopher Harder (Jan 23, 202514:05 CST)
Name: Christopher I larder
Title: Water Director
ATUHST:
CON"I'RAC"I' COMPI, IANCE MANAGER:
fly signing I acknoWledgc that I alit the person
responsible for the monitoring and administration of
this contract, including ensuring all perRn nlance and
reporting rcgLlil-Cn1CI1tS.
fly: Richard Lisenbke (Jan 9, 202515:30 CST)
Name: Richard Llsenbee
Title: Sr. IT Solutions Manager
Water Department
APPROVED AS TO FORM AND LEGALITY:
fly:
Name: Jessika Williams
Title: Assistant City Attorney
CONTRA(:"I' At''I'l101tl/.A'I'ION:
fly: M&C: 24-0702
Name: Jannette Goodall Form 1295.:2024-1195271
Title: City Secretary
VIADOR:
PRIME CONTROLS, L.P.
Signed by:
By., JA4L
itle: President
Date: 09-7an-2025 J 10:28 AM CST
Amendment No. I to CSC No. 62346 Page 4 of 7
EXHIBIT C
NETW K 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
Programmable Logic Controller (PLC) panel components and systems integration services. In order to
provide the necessary support, Vendor needs access to description of specific Network systems to which
Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc.
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing description of services. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement
will expire at the completion of the contracted services, or upon termination of the contracted services,
whichever occurs first. This Agreement will be associated with the Services designated below.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached; and
3.4. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor
shall provide the City with a current list of officers, agents, servants, employees or representatives
that require Network credentials on an annual basis. Failure to adhere to this requirement may result
in denial of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor 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 Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or
Amendment No. 1 to CSC No. 62346 Page 5 of 7
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
5.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Vendor shall be
responsible for specifically notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
City's Network:
5.1.1. Contractor 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. Contractor, and/or Vendor Personnel, shall be prohibited from connecting
personally -owned computer equipment to the City's Network;
5.1.3. Contractor 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. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Contractor Personnel shall not copy or duplicate electronic information for
use on any non -City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access.
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, 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 Contractor -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.
Amendment No. 1 to CSC No. 62346 Page 6 of 7
ACCEPTED AND AGRI-TD:
CITY OP PORT WORTI1:
Bv: William Johnson (J n 24, 202511:52 CST)
Name: William .lohnson
Titic: Assistant City Managcr
I )atc: 01/24/2025
APPROVED AS TO FORM
ANI) 1,I?GA1,ITY:
13y:
a)
Name: Jessika Williams
Title: Assistant City Attorney
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By: a
Name: .lannette Goodall
"Title: City Secretary
PRIME CONTROLS. L.P.:
Signed by:
13y: JatL AtcMLL
Nall -le.,
face I IV IY 1 QAA..
Title: President
Date: 09-7an-202S l 10:28 AM CST
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Amendment No. 1 to CSC No. 62346 Page 7 of' 7
FORTWORT11
Routing and Transmittal Slip
Water
Department
DOCUMENT TITLE: Amendment to CSCO 62346 with Prime Controls to provide Vendor
with controlled access to City's Network to provide services.
M&C: CPN: CSO: 62346 DOC #:
TO: Initials
Rick Lisenbee — Signer
Prime Controls, L.P.: Nick Pieschel, Contract c.seale@prime-controls.com
Administrator
Shane Zondor — Approver
SZ
Jan Hale — Approver , L
JH
Christopher Harder — Signer
Jessika Williams — Signer for Legal
William Johnson — Signer
Ron Gonzales — Approver 0
tP '
Jannette Goodall — Signer
Allison Tidwell — Form Filler
Tim Shidal — Acceptor
Needs to be notarized: ❑ YES 0 NO
Action Required:
❑ As Requested
❑ For Your Information
PSignature/Routing and/or Recording
❑ Comment
❑ File
FOR CMO USE ONLY: Routing to CSO xx YES ❑ NO
EXPLANATION
CSCO 62346 was executed for Prime Controls, L.P. to provide Programmable Logic Controller
(PLC) panel components and systems integration services. Attached is an amendment to provide
Prime Controls with controlled access to City's Network to provide for the aforementioned services.
The amendment (1) incorporates technology insurance coverage under Section 10; (2) adds Section
34, Network Access; and (3) adds Exhibit C, Network Access Agreement.
Please approve/sign the amendment via Adobe Sign. If you have any questions or concerns, please
contact me or call Rick Lisenbee at (817) 392-2515.
Tim Shidal
Sr. IT Business Planner, Water IT
Fort Worth Water Department
200 Texas Street
Fort Worth, Texas 76102
(817) 392-2515
tim. shidal(& fortworthtexas. aov