HomeMy WebLinkAboutContract 63536Docusign Envelope ID: D2A75EC4-3A57-4468-972B-218D7B362847
CSC No. 63536
FORI" T WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and Patriot Consulting Technology Group, LLC
("Vendor"), and acting by and through its duly authorized representative, each individually referred to as a
"party" and collectively referred to as the "parties."
1. Scope of Services. This service will facilitate the seamless transition of our organization's
identity and access management system from Okta to Microsoft Entra ID (formerly Azure AD).
("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for
all purposes.
2. Term. The initial term of this Agreement is for 1 year(s), beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to 4 one-year renewal option(s) (each a
"Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed one hundred thousand
Dollars. ($100,000.00). See Exhibit A for Pricing.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit `B,"
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. 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 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 11
FT. WORTH, TX
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appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide 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 will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to 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 City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
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 will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
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as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondent superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will 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 contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL 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 IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section, Vendor will 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 will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect 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 City for infringement arising under this Agreement, City
will 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,
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Vendor will fully participate and cooperate with 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, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation 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 will, at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non -
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and documentation 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 City, subsequent to which termination City may seek any and all
remedies available to City under law.
Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
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(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ® Applicable I01 N/A
$1,000,000 - 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 all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) 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.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will 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,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Patriot Consulting Technology Group, LLC
Rick Cox, President
17192 Murphy Avenue # 14067,
Irvine, CA 92623-4067
Facsimile: N/A
14. Solicitation of Emplovees. Neither City nor Vendor will, 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.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
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17. Governing Law / Venue. This Agreement will 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 pursuant to this
Agreement, venue for such action will 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 will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high 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 will 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 City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
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Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
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 hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Comvanv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be 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 provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for
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goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (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. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City
is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the Vendor 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (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. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between 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.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
By: Dianna Giordano (Jun 26, 2025 13:21 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 06/26/2025
Vendor:
By: FRSigned by:
" Coaz
_...
Name: Ri ck Cox
Title: President
Date: 6/20/202 5
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
4
of this contract, including ensuring all
By:
performance and reporting requirements.
Name: Kevin Gunn
Title: Director, IT Solutions
t6LL�
By: Sudong Lee (Jun 20, 202516:23 CDT)
Approved as to Form and Legality:
Name: Sudong Lee
Title: Sr. IT Solutions Manager
By:
City Secretary: FORT°�a
p oF000 oa,, �yaao
Name: Hye Won Kim
Title: Assistant City Attorney
ago c9op
oo°a���zog4a
By:
Contract Authorization:
Name: Jannette Goodall
M&C: N/A
Title: City Secretary
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Docusign Envelope ID: D2A75EC4-3A57-4468-972B-218D7B362847
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• Service Duration is 12 Months (20% discount is available for 3-year agreement)
• Support Hours can be used for M365 Defender, Identity, Purview, and Intune
(See service catalog, separate attachment)
• Patriot will invoice the City of Fort Worth for the entire agreement amount of $49,992
on January 1st, 2026. However, the contract term for this agreement will begin on
7/1/2025 and expire on 6/30/2026.
o This continued service will be for the Audit + Hardening with Remediation and
M365 Security Health Checks
• OKTA to Entra App Migration is defined in Appendix A
• No partial Service Duration refunds or credits.
• Payment Terms Net 30. Overdue payment subject to a 2.5% late fee.
• This quote for services is valid for 30 days.
• For detailed terms of service, see SecureShield365 Terms of Service
https://bit.lv/Secureshield365Terms
The Terms of Service includes all possible configuration choices, however, the selections
made in this pricing sheet take precedence.
4ePATRIOT
CONSULTING
Docusign Envelope ID: D2A75EC4-3A57-4468-972B-218D7B362847
Start Date
Patriot will begin this agreement on a mutually agreeable start date. For planning purposes,
Patriot recommends a two -week lead time between receipt of a signed contract and when
Patriot is prepared to begin work.
City of Fort Worth start date:
Project main contact/lead name:
Project main contact/lead email:
Project main contact/lead phone:
Invoice main contact/lead email:
PO# (N/A if not required):
Acceptance
If the terms of this engagement are acceptable to City of Fort Worth, please sign below and
email this document to orders@patriotconsultingtech.com.
�l Dianna Giordano 06/26/2025
Dianna Giordano (Jun 26, 202513:21 CDT)
City of Fort Worth Name/Title Date
FR
Signed by:
" C" Ri ck Cox President
---------------
Patriot Consulting Name/Title
6/20/2025
Date
4ePATRIOT
CONSULTING
Docusign Envelope ID: D2A75EC4-3A57-4468-972B-218D7B362847
Appendix A
Discovery
Client to provide Patriot with the list of applications to migrate from OKTA to Entra (Maximum of
20 OR 70 Applications)
Patriot will need at least read-only access to the OKTA administrative portal
o An API Token will be created to run the OKTA discovery Tool
o An Entra ID app registration with specific permissions for migration will be created for the
migration
Patriot will determine which applications are found in the Azure Gallery, and which applications
require custom SAML configuration.
Client to determine which applications require notification to end -users.
In the cases where end -user notification is required, Client will identify the application's business
stakeholder. The stakeholder is the business point of contact for the application who is
responsible for authorizing the SSO change.
Patriot will review the Current OKTA configuration
Patriot will also review Entra ID Connect implementation
o If an Upgrade is required of the current Entra ID Connect, Patriot will assist with
upgrading the agent
o Password Hash Sync will be the topology created for identities
Deliverables
The following deliverables are required to exit the Discovery phase, before proceeding to
the Planning phase:
■ Client Deliverable: List of Applications by application stakeholder name, and
cutover window (date/time).
■ Patriot Deliverable: Patriot will update the Client Deliverable to include a column
that identifies which applications are found in Azure Application Gallery. Over the
course of the project this worksheet will include the external vendor contact
information and other details related to each application.
OKTA migration tool
As a Microsoft Security partner, Patriot will be responsible for setup and deployment of the OKTA
Migration Tool
Patriot will need at least read-only access to the OKTA tenant
An API Token will need to be created to run the OKTA discovery Tool
An Entra ID app registration with specific permissions for migration will also need to be
created for the migration
4ePATRIOT
CONSULTING
Docusign Envelope ID: D2A75EC4-3A57-4468-972B-218D7B362847
Planning
Patriot Entra ID SSO Engineer will perform envisioning of Entra ID client and admin experience
Patriot and Client will meet to discuss the project schedule.
Client Project Manager will create a project plan after planning sessions have been completed
Client to develop communication plans for each application
Client to provide App Targeting information (based on Dynamic Rules or Group Membership)
o Patriot to assist client with creating Dynamic Group assignment as required
Planning Meetings to deep dive on the following:
o Password Hash Synchronization
o Conditional Access Policies
o M Iti-Factor Authentication
o Identity Types (Guest, member, contractor, employee)
- Client Application Stakeholder will identify the communication recipient list for each application
to prepare for sending notifications to end users about the change.
Identity Review
- Patriot to review current identity management structure
o User creation / Onboarding
o User updates (name change, title change, etc)
o User lifecycle management
Configuration
- Entra ID Connect Configuration
o Enable Password Hash Synchronization
o Enable SSPR Write -Back
- SSO
Enable EmployeelD/EmployeeNumber Custom Attribute Sync if needed
■ Patriot will also review other Custom Attributes to verify if additional attributes
are required
Patriot will pre -stage the Azure configuration for SSO Applications
There are two types of Application Configurations
■ Self -Initiated
A self -initiated application configuration is where the Client has full
administrative access to make changes to the SSO configuration without
contacting the Application Vendor. In this case, the Client will be
responsible for obtaining the administrative account with necessary
permissions, along with the instructions from the Application Vendor for
making the changes to the application. Patriot's responsibility will be to
make changes to the Azure side of the configuration. Patriot will provide
guidance to client for making changes to the Application vendor
configuration on a best effort basis
4ePATRIOT
CONSULTING
Docusign Envelope ID: D2A75EC4-3A57-4468-972B-218D7B362847
■ Vendor -Initiated
• A vendor -initiated application configuration is where the Client does not
have an administrative interface to make changes to the SSO
Configuration. In this situation, the client must contact the Application
Vendor to coordinate an email or phone call to exchange SSO
information and coordinate the change to the application.
Client will coordinate a date and time with the Application Vendor and Patriot for the
configuration during a mutually agreeable time between Patriot and Application Vendor.
Client Application Stakeholder will identify the communication recipient list for each
application to prepare for sending notifications to end users about the change.
- Entra ID MyApps Portal
o Patriot to assist with setting up two (2) custom MyApps Portals to customize the login
page for applications in Entra ID
- Company Branding
o Patriot to assist with setup guidance of Company Branding for the Microsoft login page
- Browser Extensions
o Patriot to assist with browser extensions for Microsoft Edge and Google Chrome
- Multi -Factor Authentication (MFA) with Conditional Access
o Patriot to assist client with planning a pilot group for enabling MFA with conditional
access
o Patriot to review the various conditional access capabilities as it relates to MFA
o Patriot to assist client with planning on which settings will be evaluated
o Patriot to provide download hyperlinks to MFA compatible PowerShell modules
o Patriot to assist Client with configuring MFA and 3 conditional access policies per
planning meeting
o Patriot to assist with installing administrative PowerShell MFA modules (as necessary)
o Patriot to assist client with testing MFA and conditional access policies with test group
o Patriot to assist configuration of MFA using Passwordless authentication
o Patriot to assist client with deploying Conditional Access policies globally (per
design/plan)
4ePATRIOT
CONSULTING
FORT WORTHF
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorneys for review. The attorneys will review the information you
have provided to determine whether an exemption to Chapter 252's bidding requirements is
defensible. Failure to provide sufficient information may result in follow up questions and cause a
delay in the attorney's determination.
Section 1: General Information
Requesting Department:
Name of Contract Manager:
Departmental Attorney:
Item or Service sought:
Goods:
Service:
Anticipated Amount:
Vendor:
Current/Prior Agreement for item/service
CSC or Purchase Order #:
Amount:
Projected M&C Date:
How will this item or service be used?
Cybersecurity
Sudong (SD) Lee
Kevin Anders / Hye Won Kim
Professional Services for Entra ID Migration &
Hardening
❑X
$49,992
Patriot Consulting
Yes ❑ No
N/A
N/A
N/A
This service will facilitate the seamless transition of
our organization's identity and access management system from Okta to Microsoft Entra ID
(formerly Azure AD). The engagement will encompass the migration of 20 critical applications
for Single Sign -On (SSO) and Multi -Factor Authentication (MFA) configurations for Microsoft
365, with a focus on minimizing disruption to end users. Furthermore, the service will include
comprehensive security assessments and the hardening of the new identity platform, ensuring
alignment with industry best practices, reducing the attack surface, and ensuring full compliance
with both organizational and regulatory security standards. This service is designed to optimize
Page 1 of 7
security, enhance operational efficiency, and provide a robust identity management framework
for the organization.
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No ❑X
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: [DETAILED DESCRIPTION]
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE: For sole -source exemption requests, complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
❑ A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
❑X A procurement for personal, professional, or planning services;
❑ A procurement for work that is performed and paid for by the day as the work
progresses;
❑ A purchase of land or a right-of-way;
❑ Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
❑ A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
❑ Personal property sold:
• at an auction by a state licensed auctioneer;
Page 2 of 7
at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
❑ Services performed by blind or severely disabled persons;
❑ Goods purchased by a municipality for subsequent retail sale by the municipality;
❑ Electricity; or
❑ Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form. Patriot Consulting Technology Group
is a leading Microsoft Security Partner in the United States, specializing exclusively in Microsoft
Security Solutions. Patriot Consulting has successfully led numerous migration projects for the
City as a subcontractor for Microsoft. The firm deploys Microsoft Cloud technology for an
average of 4 million users annually and is dedicated to providing advanced solutions within this
domain. Microsoft has recognized Patriot's expertise by selecting them for the Microsoft Elite
Partner Program (one of only 10 globally) and the Microsoft Security Advisory Council (one of
20 in the U.S.). Additionally, Patriot Consulting ranks as the #2 Modern Workplace "Priority
Managed Partner" out of over 4,000 managed partners in the United States. The Entra ID
Migration and Hardening project involves three key considerations that highlight the necessity of
professional services: Specialized Knowledge Required: While our in-house team has expertise
in Okta Administration, migrating from one identity platform to another —especially to Microsoft
Entra ID —is typically a one-time, highly specialized effort. This migration demands expertise in
cloud authentication protocols, federated identity systems, SSO and MFA integration, Microsoft
cloud security models, and advanced security hardening. These areas require hands-on
experience, which our team currently lacks internally, making professional services essential to
ensure a smooth and secure transition. Mental and Intellectual Labor: The project involves
complex tasks such as detailed planning, risk analysis, policy alignment, system reconfiguration,
and security hardening. These activities require high-level intellectual effort and strategic insight,
which are more effectively executed by experienced professionals who understand the nuances
of this work. High -Risk Technical Environment: Incorrect execution of the migration process
could result in security vulnerabilities or disrupt access to critical systems. Given the sensitive
nature of identity management and the potential risks involved, it is crucial to have skilled
professionals who can navigate the complexities of the technical environment and ensure a
secure, error -free migration. By leveraging Patriot Consulting's expertise, the City can ensure a
secure, seamless, and efficient migration to Microsoft Entra ID, minimizing risk and maximizing
operational continuity.
Page 3 of 7
Section 3: Claimed Sole -Source Exemption and Justification
NOTE: For all non -sole -source exemption requests, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ items that are available from only one source because of patents, copyrights, secret
processes, or natural monopolies;
❑ films, manuscripts, or books;
❑ gas, water, and other utility services;
❑ captive replacement parts or components for equipment;
❑ books, papers, and other library materials for a public library that are available only
from the persons holding exclusive distribution rights to the materials; and
❑ management services provided by a nonprofit organization to a municipal museum,
park, zoo, or other facility to which the organization has provided significant financial or
other benefits;
How did you determine that the item or service is only available from one source?
Click or tap here to enter text.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Click or tap here to enter text.
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Click or
tap here to enter text.
Section 4: Attornev Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? ®Yes ❑No.
Was there anything attached to this form that was relied on in making this determination?
❑Yes NNo.
If yes, please explain:Click or tap here to enter text.
Page 4 of 7
Was there anything not included on this form or attached hereto that was relied on in making this
determination? ❑Yes ❑XNo.
If yes, please explain:Click or tap here to enter text.
Approved By:
C)""� Date: 3/28/2025
An rea Phillips / Jessika Williams
Assistant City Attorney
Page 5 of 7
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
• PUBLIC HEALTH & SAFETY - A procurement necessary to preserve or protect the
public health or safety of the municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first -responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
• UNFORESEEN DAMAGES - A procurement necessary because of unforeseen damage
to public machinery, equipment, or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance or
replacement of old, worn out roofs or windows would not meet this exception.
• PERSONAL, PROFESSIONAL, OR PLANNING SERVICES
Personal services are ones that are unique to the individual providing them. Therefore,
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. While there is no universal definition of this term, "several cases suggest that
[these types of services are] `predominately mental or intellectual, rather than physical or
manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray
Water Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas
Attorney General has also opined that "professional services" no longer includes only the
services of lawyers, physicians, or theologians, but also those members of disciplines
requiring special knowledge or attainment and a high order of learning, skill, and
intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
• SOLE SOURCE — A procurement for items available only from one source
This exemption is commonly referred to as the sole source exemption. The fact that the
vendor in question has the best price or can meet our timing needs does not make a purchase
of a good or service available from only one source. A sole source does not exist solely on
the basis of personal or departmental preference or a desire to keep all units the same brand
or make. The information needed to support this exemption is documentation showing that
Page 6 of 7
no other provider can provide the service or category of good except for the vendor you
are proposing. Some examples of sole source purchases include (i) service agreements
when only one vendor is authorized to work on the equipment by the manufacturer and
allowing another vendor would void the warranty and (ii) purchase of a good that is
copyrighted or trademarked and only provided by one vendor.
Page 7 of 7