HomeMy WebLinkAbout065765 - General - Contract - ConvergeOne, Inc.City Secretary Contract No. 65765
FORTWORTH 'e
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement ("Agreement') is made and entered into by and between the City
of Fort Worth, a Texas home -rule municipal corporation (the "City" or "Client') and ConvergeOne, Inc., a
Minnesota corporation ("Vendor"). City and Vendor are each individually referred to herein as a "party"
and collectively referred to as the "parties." The term "Vendor" shall include Vendor, its officers, agents,
employees, representatives, contractors or subcontractors. The term "City" shall include its officers,
employees, agents, and representatives.
OFFICIAL RECORD
CONTRACT DOCUMENTS:
CITY SECRETARY
The Contract documents shall include the following: FT. WORTH, TX
1. This Vendor Services Agreement;
2. Exhibit A — Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B — Payment Schedule;
4. Exhibit C — Network Access Agreement; and
5. Exhibit D — Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with professional services for the Water Department infrastructure needs. Specifically, Vendor will
perform all duties outlined and described in the Statement Of Work, which is attached hereto as Exhibit
"A" and incorporated herein for all purposes, and further referred to herein as the "Services." Vendor shall
perform the Services in accordance with standards in the industry for the same or similar services. In
addition, Vendor shall perform the Services in accordance with all applicable federal, state, and local laws,
rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and
conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below (`Effective Date") and shall expire no later than one year after being signed by the Assistant City
Manager ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement
or otherwise extended by the parties. This Agreement may be renewed for four one-year terms at the City's
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option, each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew at
least thirty (30) days prior to the end of each term.
3. Compensation. The City shall pay Vendor an amount not to exceed twenty-three thousand,
three hundred six dollars and zero cents ($23,306.00) in accordance with the provisions of this Agreement
and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all purposes.
Vendor shall not perform any additional services for the City not specified by this Agreement 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 Vendor not specified by this Agreement unless the City first approves such
expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such
invoice. Vendor may charge interest on late payments not to exceed one percent (1 %).
4. Termination.
4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non -breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine-readable format or other format
deemed acceptable to the City.
Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
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services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The City shall give Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
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contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY HIND 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) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES..
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section 8C each
individually referred to as a "Deliverable" and collectively as the "Deliverables,") do
not infringe upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
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Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Vendor in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Vendor shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Vendor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, the City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and
functionally equivalent non -infringing Deliverable(s) at no additional charge to City;
or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate
this Agreement, and refund all amounts paid to Vendor by the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
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licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non -owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
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specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims -made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VH in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
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10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested,
addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Deputy City Manager
100 Fort Worth Trail
Fort Worth TX 76102
With Copy to the City Attorney
at same address
TO VENDOR:
ConvergeOne, Inc.
Attn: Shane Harper, Regional Vice President
10900 Nesbitt Avenue South
Bloomington, NM 55437
14. Solicitation of Employ. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer. This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
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of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, 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, 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, and/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 hinders the party's performance, as soon as reasonably possible, as determined in
the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this
section shall be the same as section 13 above.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a parry hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
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option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 2271 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
27. Reporting Requirements.
27.1. For purposes of this section, the words below shall have the following meaning:
27.1.1. Child shall mean a person under the age of 18 years of age.
27.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to the
device.
27.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
27.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
28. 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 or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
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29. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
20. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2276 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 company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
30. 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
company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term
of the contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chap-
ter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code
is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-
nature provides written verification to the City that Contractor: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement.
31. 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.
32. 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)
Vendor Services Agreement — Technology (Rev. 8/19)
Page 11
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By:
Name:
Title:
Jesica McEachern
Assistant City Manager
09/01 /2026
APPROVAL RECOMMENDED:
Chnkophel- f7aw(er
By. Christopher H rder (Aug 20, 2026 13:04:40 CDT)
Name: Christopher Harder, P. E.
Title: Director, Water Department
ATTEST:
By:
Name
Title:
Jannette Goodall
City Secretary
CONVERGEONE, INC.
Hann
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Odd4 nEXASoo
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By: Shane Harper (Aug 19, 2 26 11:21:14 PDT)
Name: Shane Harper
Title: Regional Vice President
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name: Corey Wangler
Title: IT Manager, Water Department
APPROVED AS TO FORM AND LEGALITY:
M . fCe-v' �ln,, &rs-, It
By: M. Kevin Anders, II (Aug 20, 2026 13:38:22 CDT)
Name: M. Kevin Anders, II
Title: Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement — Technology — Exhibit A Page 12
City Secretary Contract No.
EXHIBIT A
Statement of Work Plus Any Amendments to The Statement of Work
Vendor Services Agreement — Technology — Exhibit Page 13
a
C1 STATEMENT OF WORK
CITY OF FORT WORTH - WATER IT SWITCH REPLACEMENT
PREPARED FOR
I,:»V_\:»01Borg
City of Fort Worth
Chericia Curtis
Client Executive
ccurtis@onec1.com
REFERENCE: Opportunity: OP-000904587
Solution: SO-001024916
Quote(s): QU-000575061
DATE PREPARED: March 8, 2026
Luis Grados
Senior Solutions Architect
Igrados@onec1.com
0000
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OneC1.com
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TABLE OF CONTENTS
Scope of Work - Terms and Conditions..........................................................................3
Project Timeline Expectations..........................................................................................5
ProjectOverview................................................................................................................5
Project Scope of Services..................................................................................................7
ProjectManagement..........................................................................................................9
Change Order Process....................................................................................................10
Milestone and/or Project Acceptance...........................................................................10
Customer Responsibilities...............................................................................................1
1
Professional Services Assumptions................................................................................12
Professional Services Pricing and Billing Schedule.....................................................14
Customer Authorization to Proceed..............................................................................16
E
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1. SCOPE OF WORK - TERMS AND CONDITIONS
This Statement of Work or Scope of Work ("SOW") and the applicable Solution Summary
(and any documents attached thereto and incorporated therein by reference) (collectively,
this "Order") is between ConvergeOne, Inc. and/or its subsidiaries and affiliates (collectively,
"Cl " or "Seller") and City of Fort Worth ("Customer") and is subject to the terms and
conditions of Public Sector Other (the "Agreement"). In the event of a conflict between the
terms and conditions in the Agreement and this Order, the terms and conditions of the
Agreement shall control.
In addition, if Customer is an educational institution, library or other entity that qualifies as
an applicant seeking reimbursement under the Federal Universal Service Fund Schools and
Libraries Program (commonly referred to as the "E-Rate Program" or "E-Rate"), the E-Rate
Program requirements of the Universal Service Administrative Company ("USAC") will apply,
which includes, but are not limited to, the following:
• The Parties acknowledge that the E-Rate funding year commences on July 1 each year
and continues through June 30 of the following year (each a "Funding Year"), except
where eligible services such as non -recurring services are permitted to extend through
September 30 in accordance with E-rate Program rules.
• E-Rate Orders placed pursuant to this Agreement may not be shipped prior to April 1
of the corresponding Funding Year, and USAC may not be invoiced prior to July 1 of
the corresponding Funding Year.
• E-Rate Orders will be invoiced using one of the E-Rate invoicing methods: (1) the Billed
Entity Applicant Reimbursement ("BEAR" and/or "Form 472"), or (ii) Service Provider
Invoicing ("SPI" and/or "Form 474") invoice method.
o E-Rate Orders processed and shipped prior to the Customer's receipt of an
approved Funding Commitment Decision Letter ("FCDL") from USAC will be
invoiced using the BEAR method.
o SPI order processing and shipment may only commence after a Receipt of Service
Confirmation and Children's Internet Protection Act Certification Form ("Form 486")
has been approved by USAC. If a Form 486 has not been filed by Customer within
120 days following receipt of FCDL, Seller reserves the right to invoice the
Customer using the BEAR method.
o Receipt Acknowledgement Letters ("RAL") must be provided by USAC, and any
required RAL modification requests and/or service substitutions must be
completed, before Order processing and shipment can commence for Orders
using the SPI method.
3
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o Customers using the SPI method must complete the USAC Service Certification
within the applicable timeframe provided by USAC. Seller reserves the right to
invoice Customer in full for Products and Services if the Service Certification is not
completed within such timeframe.
o All Orders using the BEAR method will be invoiced upon delivery.
• Products and Services must be categorized as Basic Maintenance of Internal
Connections ("BMIC"), Managed Internal Broadband Services ("MIBS"), or Internal
Connections ("IC") per E-Rate guidelines. If the Products and/or Services are denied
funding due to incorrect categorization on the Description of Services Ordered and
Certification Form (also known as "Form 471 "), Seller reserves the right to invoice
Customer in full for Products and Services.
• In accordance with E-Rate program requirements, multi -year contracts for
manufacturer warranties, software subscriptions, or similar services that continue
outside the current Funding Year must have a Form 471 filed for each subsequent
Funding Year covered by the applicable contract term. If Customer does not file Form
471 s for any subsequent Funding Year(s) covered by the contract term, the Customer
will be responsible for payment in full to Seller for such Services for the remainder of
the contract term (i.e. such Services will be invoiced 100% to Customer for the
remainder of the contract term).
• If USAC determines that Customer eligibility and/or Service eligibility percentages
have decreased, Seller will invoice Customer for the difference between the originally
approved amount and the decreased amount in accordance with USAC requirements.
The Customer's signature on this Order (or the Customer's issuance of a purchase order in
connection with this Order) shall represent the Customer's agreement with each document
in this Order.
This Order may include the sales of any of the following to Customer: (a) any hardware,
third -party software, and/or Seller software (collectively, "Products"); any installation
services, professional services, and/or third -party provided support services that are
generally associated with the Products and sold to customers by Seller ("Professional
Services"); any Seller -provided vendor management services, software release management
services, remote monitoring services and/or, troubleshooting services (collectively,
"Managed Services"); and/or any Seller -provided maintenance services ordered by
Customer to maintain and service Supported Products or Supported Systems at Supported
Sites to ensure that they operate in conformance with their respective documentation and
specifications ("Maintenance Services"). For ease of reference only, Professional Services,
Managed Services, and Maintenance Services may be referred to collectively as "Services."
51
C1
Unless otherwise defined herein, capitalized terms used herein will have the same meanings
asset forth in the Agreement.
Any dates and/or time intervals listed in this Order are approximate and for planning
purposes only. C1 will use commercially reasonable efforts to accommodate any requested
dates, provided, however, project milestones will be fully discussed and mutually agreed
upon between C1 and Customer after project kickoff.
Products and/or Services not specifically itemized are not provided herein. Any additional
applications, technologies, integrations, or other Products and/or Services not specified
herein are not included in this SOW and may result in additional charges at any time during
the project.
Due to rapidly changing prices in the market for third party Products and/or Services, this
Order will be valid for a period of thirty (30) days following the date hereof; provided
however, that Seller reserves the right to charge Customer for any additional costs incurred
by Seller in connection with the Products identified in this Order due to the applicable
manufacturer and/or other vendor passing along additional indirect costs associated with
tariffs and/or similar tax -like charges. Thereafter, this Order will no longer be of any force
and effect. After the expiration of the foregoing 30-day period, Seller reserves the right to
adjust offerings and/or prices accordingly prior to issuing any new Order(s).
The outline of deliverables for this Order follows below.
2. PROJECT TIMELINE EXPECTATIONS
Approximately 14 business days after signed acceptance of this SOW, C1 will assign a
project manager that will make contact and start planning a project kick-off meeting. The
project kick-off may not take place immediately. Project start times depend on the
availability of C1 and Customer resources.
The expected duration of this project has been budgeted at four (4) weeks from the time of
kick-off to completion. If the project exceeds this timeframe, a project change order may be
required to extend the engagement, resulting in additional fees.
3. PROJECT OVERVIEW
Thank you for the opportunity to work with you on the City of Fort Worth - Water IT Switch
Replacement project. This document describes the work to be performed during this
5
C1
engagement and covers the assumptions as the basis for this agreement, the
responsibilities of C1 personnel, and the responsibilities of the Customer.
City of Fort Worth Water Dpartment has requested assistance from C1 to perform their
switch replacement project across 4 sites in their territory.
There's a total of 30 switches with scope. 26 of them are 48 port copper switches and 4 of
them are 24 ports or less.
All 30 of these switches will requires a XOSS to VOSS operating system conversion before
the implemetation. The conversion to fabric engine OS will be to the latest manufacturer
firmware version.
The C1 engineer will perform this OS conversion.
The customer is currently not using Extreme's CloudlQ, therefore all switches will be
manually configured using CLI
The customer will provide all existing configurations on the current (legacy) switches, so that
the engineer can build the new configurations for the new switches to be implemented. The
customer will also provide any additional configuration information as a result of the OS
conversion.
A C1 ITLS team will be responsible for the physical installation and labeling of the new
switches on site.
C1 will be implementing or performing the following as part of this project:
• Extreme Fabric Engine Switch Network
3.1. Project Location(s)
Below is a list of the location(s) that are included in this project.
Table 3-1
Holly 1130 Fournier St, Fort Worth, Texas 76102
Rolling Hills 2500 S.E Loop 820, Fort Worth, Texas, 76140
Village Creek 4500 Wilma Ln, Arlington, TX, 76012
Eagle Mountain 6801 Bowman Roberts Rd, Fort Worth, TX, 76179
N.
C1
4. PROJECT SCOPE OF SERVICES
This section identifies the work that will be performed as part of this project. Below is an
initial, high-level list of tasks and assumptions for the project. This schedule may change
depending on the Customer's business requirements and other factors. Also, depending on
the schedule finally agreed upon at the kickoff meeting, the days worked may not be
contiguous. C1 will conduct a meeting with the Customer to review and finalize the technical
approach, constraints, and project schedule. This meeting is intended to ensure that all
parties are working with consistent expectations for the project.
4.1. Enterprise Networking
Cloud -Managed Networking Implementation
Planning and Design Tasks
C1 Responsibilities
• This project is for an Extreme Fabric Engine network
• Review current network deployment, including hardware, firmware,
and general configuration
• Work in collaboration with the Customer to verify the solution
requirements for the Extreme Fabric Engine networking solution
• Review and provide a document that outlines all of the information
needed to implement the solution, including any relevant best
practices for the solution.
• Consult with the Customer to determine requirements and document
these requirements
• Validate quantities of devices to be part of system and their locations
(types as defined for the project). This does not include visual
verification of locations.
• Develop implementation/migration plan
• Develop test plan
Customer Responsibilities
• Work in collaboration with C1 to verify the solution requirements for
the Extreme Fabric Engine networking solution
• Work with C1 to determine the specified requirements
• Work with C1 to validate product quantities and locations
7
C1
• Work with C1 to develop implementation/migration plan
• Work with C1 to develop test plan
Execution Tasks - General
C1 Responsibilities
• Configure the system to support four (4) networks/sites
• Perform six (6) hours of post -install support
Customer Responsibilities
• Provide connectivity for fabric engine networking devices through
existing management VLAN
• Provide static IP addresses for fabric engine network devices,
including approprite DNS services
• Provide required information including but not limited to: hostnames,
username(s), password(s), IP addressing, DNS, NTP
• Any configuration of AAA services is the customer's responsibility
unless otherwise indicated in this document
Assumptions
• Implementation will include any relevant best practices as agreed
upon with the customer.
Execution Tasks - Switching
C1 Responsibilities
• This project includes twenty-six (26) 48-port and four (4) 24-port (or
less) switches
• Verify licensing for switches
• Configure the Extreme fabric engine networking system per the
agreed upon system requirements documentation
• Configure thirty (30) switches for layer 2 functionality
• Add twenty-six (26) 48-port and four (4) 24-port (or less) switches to
existing cloud -managed switching system
• Install 15 switches in thirteen (13) MDF/IDFs at 4 sites
• Assist on site with migration to new switches/operating sytem
Customer Responsibilities
C1
• Validate that switching system operates as expected
Assumptions
• Installation of switches will occur during normal business hours
Switch Replacement and Installation Tasks
C1 will provide a team of technicians who will replace and install 15 new
switches for the customer at 4 different sites within the Fort Worth, TX area.
• 1 Extreme X435-8P
• 1 Extreme 5320-16P
• 2 Extreme 5320-24P
• 26 Extreme 5320-48P
There are are 4 sites within scope and about 13 IDF closets where the switches
will be installed
Before the switch replacement, the technician will label each port so that they
can be moved easily to the new switches.
The C1 technicians will be responsible for removing the old switches from the
network racks.
The old equipment will be left in the IDF, and the Customer will handle remova
and disposal from the IDF
S. PROJECT MANAGEMENT
C1 will provide Project Management Services to help you effectively manage the project
and control risks during the deployment. C1 will designate a Project Manager who will act as
the single point of accountability for all C1 contract deliverables for the duration of the
Project. C1 follows the Project Management Body of Knowledge (PMBOK) for project
delivery. The PMBOK is an adaptable approach that enables technology project success by
aligning business and technology goals. Key elements include an iterative delivery process,
clear project metrics, proactive risk management, and effective response to change.
5.1. Project Manager
C1 will designate a Project Manager (PM) responsible for overseeing the project. Once
the contract is signed and accepted by C1, this individual will act as the Customer's
9
C1
single point of contact for all planning and issues related to solution delivery. The C1
PM will work closely with the Customer to guide the implementation and work on a
mutually agreed -upon schedule. The C1 Project Manager is responsible for the
following:
• Conduct internal (C1) and joint C1/Customer meetings.
• Develop a project plan, including activities, milestones, roles, and responsibilities.
• Schedule and manage required C1 resources and partners.
• Conduct Issue and Risk Management.
• Provide agenda and meeting notes.
• Track Customer and C1 project deliverables.
• Manage change orders and any associated billing with the Customer.
• Manage project closeout process, punch list, and Customer acceptance.
6. CHANGE ORDER PROCESS
Despite good project planning, design, and review, project plans often require some
degree of change at some point. These changes are handled using change order requests,
which must be agreed upon by all parties to the contract before such work can be
performed.
Either C1 or the Customer may initiate a change order for any deliverable, work
requirement, assumption, or dependency that is part of the project. All requests must be in
writing and handled by the C1 Project Manager. C1 will review the change and provide
pricing as applicable before proceeding. The C1 Project Manager may also engage project
team members to assess the impact of the change. Agreed changes must be approved in
writing by an authorized representative of the Customer, via email, or a modified purchase
order.
7. MILESTONE AND/OR PROJECT ACCEPTANCE
Upon completion of the services described in this SOW, C1 shall provide the Customer with
an Acceptance Form. Upon delivery of the Acceptance Form, the Customer has (5) working
days to review and accept. Failure to respond within the designated 5-day period signifies
the completion of the milestone or project. To refuse acceptance, the Customer must both
indicate non -acceptance with written notification to C1 within the (5) days period noted
above and describe why it was not accepted. C1 shall have up to (10) days after the receipt
10
C1
of such notice to correct the error given it is within C1's scope and control to do so. The
period to correct the error may be extended by mutual consent.
8. CUSTOMER RESPONSIBILITIES
Provide a single point of contact that will be responsible for:
• Understanding the business process impact and technical requirements and who has
the authority to make binding decisions on the Customer's behalf.
• Working with C1 Project Manager to develop mutually agreed project schedule,
including outside of Normal Business Hours test and cutover windows (if applicable).
• Ensuring all Customer responsibilities are completed in accordance with the project
schedule.
• Reasonable notification of schedule and changes for the installation work.
• Attending all project status meetings.
Ensure the availability of appropriate Customer resources that will:
• Assist in the development and execution of applicable test plans.
• Provide accurate documentation for all existing systems and networks.
• Provide all necessary IP addresses, subnet masks, and default gateways.
• Provide a qualified Network Administrator with working knowledge of Customer
requirements.
• Provide information on planned changes in the network.
Site Preparation:
• Ensure the equipment room is ready, including all electrical, wiring, grounding,
lighting, racks, and HVAC required to maintain equipment within operating conditions
specified by the equipment manufacturer.
• Provide required cable/patch panels that meet all requirements for Category 5e, racks,
and network connectivity.
• Accept receipt of equipment and store it in a secure area. Retain shipping
documentation, and inventory shipments by box count, and report any apparent
external damage to the C1 Project Manager.
• Provide floor plans for equipment room configuration and related locations if
applicable.
11
C1
• Ensure that the existing Customer network is configured, connected, and operating
within the manufacturer's specifications.
• Customers will provide QO on all their network equil5ment to the WAN based on the
Supplier's guidelines and requirements if carrying voice.
9. PROFESSIONAL SERVICES ASSUMPTIONS
The following assumptions were made to create this Statement of Work. Should any of these
assumptions prove to be incorrect or incomplete, C1 may modify the price, scope of work,
or milestones. Any such modifications shall be managed by the Change Order Procedure.
9.1. General Assumptions
• All non -service impacting work described in this scope will be performed during
U.S. normal business hours defined as 8:00 AM to 5:00 PM local time; Monday
through Friday, excluding C1 designated holidays. "Cutover" for the sites will be
completed during business hours unless otherwise stated in this scope of work.
• The Customer must identify any specific requirements for maintenance windows
and change control. The Customer retains overall responsibility for any business
process impact and any Customer -internal change management procedures and
communications.
• All services, documentation, and project deliverables will be provided in English
only.
• C1 will install specific software versions agreed upon at the time of project kickoff.
Upgrades to the software are not included in the SO C1 may choose to install
an upgrade if required by the manufacturer or to resolve a problem.
• The Customer is responsible for the underlying data infrastructure including
network and virtualization. Systems must be capable of supporting the proposed
solution. C1 can supply consulting and remediation services to ensure successful
implementation, if not included in this scope, through a change order and billed
at an additional fee.
• The Customer is responsible for all communications and scheduling of any
contractors or vendors not managed by the C1 Project Manager.
• Any product or service delivery dates communicated outside of this SO or the
Project Plan, are not to be considered valid or binding.
12
C1
• If the project extends beyond the timeline specified in the Project Plan due to
delays caused by parties other than C1 and its subcontractors, C1 may invoice for
service performed to date.
• The Customer is responsible to verify and arrange the installation of all applicable
network connections and provide a functional network for application
deployment.
• Projects requiring multiple site visits and/or intervals of inactivity between events
must be noted as such prior to acceptance of this SOW.
• The Customer is responsible to notify C1 if the site requires any specialized access
for personnel and/or Union trades for any tasks associated with this SOW.
Notification of requirements must take place prior to the quote. Any and all
additional costs for post -quote changes or additional site restrictions requiring
specialized training or Union Labor shall be chargeable to the Customer.
• The Customer is responsible for managing all 3rd Parties not outlined in this SOW.
• Services not specifically called out in this SOW will be deemed out of scope.
9.2. Technical Assumptions
• Unless specifically called out above, no IP address changes are included in the
SOW. If requested, additional charges may apply.
• The Customer is responsible for having current licensing, maintenance, and
support on the components of the servers, database, storage, and network
infrastructure including hardware, software (including operating systems), and any
associated costs.
• The Customer is responsible for any operating system patches and anti -virus
software installation and support.
• The Customer is responsible for ensuring the existing network is free of layer 3
protocol and broadcast errors.
• The Customer is responsible for the cost and acquisition of any 3rd party security
certificates necessary for successful deployment. C1 can provide services for
Security Audits and Certificate deployment which can be billed at an additional
fee.
• The Customer is responsible for resolving interoperability issues with other
vendors not acting as a sub -contractor to C1.
• The Customer is responsible for any firmware updates to re -used circuit packs,
media modules, or cards not specifically identified within this SOW. C1 can
13
C1
provide services for firmware updates through a change order and is billed at an
additional fee.
• C1 will provide port and protocol matrices as provided by the manufacturers for
the equipment that is in this scope. If additional documentation is required for
firewall configuration or security assessments, C1 can provide these services at an
additional cost to the Customer upon request.
• VPN access will be provided to C1 resources to allow for work to be accomplished
remotely when applicable. If unfettered remote access to the Customer network
cannot be provided additional charges will be required.
10. PROFESSIONAL SERVICES PRICING AND BILLING SCHEDULE
Invoices are due per the terms and conditions of the applicable Agreement. Any change to
the Project Pricing and Payment schedule will be managed through the Change Order
procedures specified herein. All stated prices are exclusive of any taxes, fees, duties, or
other amounts; however, designated and including without limitation, value added and
withholding taxes which are levied or based upon such charges, or upon this SOW (other
than taxes based on the net income of C1). The Customer shall pay any taxes related to
services purchased or licensed pursuant to this SOW, or the Customer shall present an
exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as
a separate item on the invoice.
10.1. Project Price and Milestone Billing Schedule
Total Price: $23,306.00
Billing will be issued in compliance with the public sector contract being utilized.
Invoices will be generated upon completion of individual sites or progress milestones.
The distribution of dollars per site or milestone will be determined and agreed upon
by ConvergeOne and Customer after the award, not exceeding the total price
indicated above.
Table 10-1
EN Tier 3
EN - Tier 3 Senior
63
$ 197.14
$ 12,420.00
EN -PM
Project Manager
26
$ 153.00
$ 3,978.00
ITLS-Onsite 2
ITLS - Onsite 2
40
$ 81.00
$ 3,240.00
14
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Labor Type I Description I Total Hours I Hourly Rate I Price to Cust
ENT
NETWORKINC
Travel & Exper
ITLS Travel &
Expenses
TOTAL
10.2. Project Expenses:
$ 3,048.00
$ 620.00
$ 23,306.00
This project includes onsite services and associated travel expenses have been
included in the above onetime fees. In the event that the need for additional onsite
services arises, beyond what is included in this statement of work, an estimate will be
presented by the Project Manager via a Change Order for advance approval by the
Customer. C1 will make a reasonable effort to minimize expenses and will ensure
sufficient time is built into the project schedule to maximize efficiency when scheduling
site visits.
15
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11. CUSTOMER AUTHORIZATION TO PROCEED
The use of signatures on this SOW is to ensure agreement and understanding on project
objectives and assumptions, and the work and deliverables to be performed by C1. By
signing below, the duly authorized Customer representative signifies their commitment to
proceed with the project as described in this SOW.
Customer's Authorized Representative:
VL/11-
Signature
Corey Wangler
Printed Name
IT Solutions Manager
Title
08/14/2026
Date
PO Number
16
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Payment terms are Net 30.
Vendor Services Agreement — Technology — Exhibit B Page 15 of 19
City Secretary Contract No.
EXHIBIT C
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide professional
services. In order to provide the necessary support, Vendor needs access to the Water Department network.
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 professional 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.
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
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
Vendor Services Agreement — Technology — Exhibit C Page 16 of 19
City Secretary Contract No.
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 Security. 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.
(signature page follows)
Vendor Services Agreement — Technology — Exhibit C Page 17 of 19
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By:
Name:
Title:
Jesica McEachern
Assistant City Manager
09/01 /2026
I:�' ' :Z�Ifl:�i:��K�Iui►rii�l►I� �
By:
Name
Title:
Christopher HaYder (Aug 20, 2026 13:04:40 CDT)
Christopher Harder, P. E.
Director, Water Department
ATTEST:
By:
Name:
Jannette Goodall
Title:
City Secretary
CONVERGEONE, INC.
s6ne-
By: Shane Harper (Aug 19, 2626 11:21:14 PDT)
Name: Shane Harper
Title: Regional Vice President
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: � VLA
Name: Corey Wangler
Title: IT Manager, Water Department
APPROVED AS TO FORM AND LEGALITY:
By: M. Kevin Anders, II (Aug 20, 2026 13:38:22 CDT)
Name: M. Kevin Anders, II
Title: Assistant City Attorney
Vendor Services Agreement — Technology — Exhibit C Page 18 of 19
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
El
May 21, 2026
City of Fort Worth
1130 Fournier St
Fort Worth, TX 76102
Re: Signature Authority
To Whom it May Concern,
Please be informed that Shane Harper, as Regional Vice President for ConvergeOne, Inc., is authorized to sign
on behalf of ConvergeOne, Inc.
Kind Regards,
ui Goncalves
Chief Legal Officer and Secretary
State of Minnesota
County of Dakota
On this 21st day of May, 2026, before me, the undersigned notary public, personally appeared
Rui Goncalves, to be the person whose name is signed on the document and acknowledged to methat{he)
{she)signed itvoluntarilyforits stated purpose.
JENNiFER ROM OLSON
i Notary PUW
► nrosaOb
(Seal) , w,canw. EWNiR71.tW�
Signature
OneC1.com
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: ConvergeOne, Inc.
Subject of the Agreement: Contract for professional services in support of the Water Dept network
M&C Approved by the Council? * Yes ❑ No M
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes 0 No ❑
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 0
If unsure, see backpage for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Upon signing by ACM
If different from the approval date.
Expiration Date: One year after it is signed
If applicable.
Is a 1295 Form required? * Yes ❑ No ED
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable. n/a
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No ❑
Contracts need to be routed for CSO processing in the followingorder:
rder:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
WATER DEPARTMENT ROUTING SLIP AND EXPLANATION
DOCUMENT TITLE: ConvergeOne, Inc. — Professional Services Contract
TO
ROLE
APPROVER
INITIALS
Corey Wangler, IT Manager, Water Department
Signer
Shane Harper, ConvergeOne - sharper@onecl.com
Signer
Shane Zondor, Assistant Director, Water Department
Approver_
awtl
Jan Hale, Deputy Director, Water Department
Approver
J
Chris Harder, Director, Water Department
Signer
Kevin Anders, Asst City Attorney
Signer
Jesica McEachern, Assistant City Manager
Signer
Katherine Cenicola, Assistant City Secretary
Approver
Kc
Jannette Goodall, City Secretary
Signer
Allison Tidwell, Administrative Asst, City Secretary
Form Filler
Charmaine Baylor, Sr. IT Business Planner, Water
Acceptor
EXPLANATION
Attached is the agreement between the City of Fort Worth Water Department and ConvergeOne, Inc, for
professional services in support of the Water Department network.
Once signed, this agreement will have a one-year term with four one-year renewal options. The spending
authority will equal $23,306.00.
If you have any questions or concerns, please email me.
Thank you,
Charmaine Baylor
Sr. IT Business Planner, Water IT
Water Department
Phone: (817) 392-6629