HomeMy WebLinkAboutContract 55964 -"N
CSC No. 55964 ���� ed
FORT WORTH ` `�
��46/28/21 �
CITY OF FORT WORTH `b.
L
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between LexisNexis
Risk Solutions FL,Inc. ("Vendor")and the City of Fort Worth,("City"),a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A—Seller's Quote (LexisNexis Schedule A), Scope of Services or Purchase
Order;
3. Exhibit B—Texas Cooperative Agency Contract(LexisNexis DIR DIR-LGL-CALIR-
0 1 B); and
4. Exhibit C—Conflict of Interest Questionnaire.
Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by City
shall be in the amount of Eleven Thousand Two Hundred Dollars($11,200.00).Vendor shall not provide
any additional items or 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 shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
The term of this Agreement shall be for one year beginning on March 20, 2021 and ending on
March 19, 2022. City shall be able to renew this agreement for (1) one-year renewal options by written
agreement of the parties.
Vendor agrees that City shall,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 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. City shall give Vendor
reasonable advance notice of intended audits.
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 party by United States Mail, registered, return receipt requested, addressed as
follows:
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
To CITY: To VENDOR:
City of Fort Worth LexisNexis Risk Solutions FL, Inc.
Attn: Dana Burghdoff, Assistant City Manager David Ivey
200 Texas Street david.ivey@lexisnexisrisk.com
Fort Worth, TX 76102-6314 1000 Alderman Drive
Facsimile: (817) 392-8654 Alpharetta, GA 30005
Facsimile: 866-960-2840
With copy to Fort Worth City Attorney's Office
at same address
IP Indemnification. 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 Deliverable(s),or any part thereof,in accordance with
the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall
not apply if 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 the 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 the 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 the 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 REQUIRED BY CITY.
Data Breach. Vendor further agrees that it will monitor and test its data safeguards from
time to time, and further agrees to adjust its data safeguards from time to time in light of relevant
circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes
aware of any unauthorized access to any financial or personal identifiable information ("Personal
Data")by any unauthorized person or third party, or becomes aware of any other security breach
relating to Personal Data held or stored by Vendor under the Agreement or in connection with the
performance of any services performed under the Agreement or any Statement(s)of Work("Data
Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at
Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor
shall fully and immediately comply with applicable laws, and shall take the appropriate steps to
remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers,directors,employees and agents,harmless from and against any and all claims,
suits,causes of action,liability,loss,costs and damages,including reasonable attorney fees,arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City. All
Personal Data to which Vendor has access under the Agreement, as between Vendor and City,will
remain the property of City. City hereby consents to the use, processing and/or disclosure of
Personal Data only for the purposes described herein and to the extent such use or processing is
necessary for Vendor to carry out its duties and responsibilities under the Agreement, any
applicable Statement(s) of Work,or as required by law. Vendor will not transfer Personal Data to
third parties other than through its underlying network provider to perform its obligations under
the Agreement,unless authorized in writing by City.Vendor's obligation to defend,hold harmless
and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or other
jurisdictions approved by City in writing and shall not be transferred to any other countries or
jurisdictions without the prior written consent of City.
[Signature Page Follows]
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
tl- lfa Xffl-whdA41 By signing I acknowledge that I am the person
By: Dana Burghdoff(JY7,20211 2 CDT) responsible for the monitoring and administration
Name: Dana Burghdoff of this contract,including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: 5/18/2021
Peggy Miller
APPROVAL RECOMMENDED: By: p ge� iller(Jul 1,202112:59 CDT)
Name: Peggy Miller
Title:Water Customer Relations Manager
By: Christopher Hard (Jul 1,202114-.33 CDT) APPROVED AS TO FORM AND LEGALITY:
Name: Chris Harder
Title: Water Director /
og4O'OR.
ATTEST: X O.00 00000 lya By: 9
pa�o `�p�� Name: Taylor Paris
0 Title: Assistant City Attorney
000 o=d
00 000*1,
By: d� -00000000 CONTRACT AUTHORIZATION:
Name: Mary Kayser X4-q nEX4►Sgga M&C: [INSERT NO. OR N/A]
Title: City Secretary
VENDOR:
LexisNexis Risk Solutions FL Inc.
By:
Name: Haywood Talcove
Title: CEO(LNSSI)
Date: 5/18/2021
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
LexisNexis Risk Solutions
SCHEDULE A
Accurint for Government
(Per User Subscription)
Customer Name: City of Fort Worth
Billgroup#: ACC-1446324
LN Account Manager: Steven Davis
This Schedule A sets forth additional or amended terms and conditions for the use of the Accurint for
Government services ("LN Services"), as set forth in the services agreement between Customer and LN or LN's
affiliate(s) for the LN Services ("Agreement"), to which this Schedule A is incorporated by reference. The LN
Services herein shall be provided by LexisNexis Risk Solutions FL Inc. ("LN"). Customer acknowledges that the
services provided under this Schedule A are non-FCRA services and are not "consumer reports" within the
meaning of the FCRA and Customer agrees not to use such reports in any manner that would cause them to be
characterized as "consumer reports". The Master Service Agreement No. DIR-LGL-CALIR-01 B ('Master Service
Agreement')is incorporated herein by reference and made part of this Schedule A.
1. SCHEDULE A TERM
The term of this Schedule A will be 12 months beginning March 1, 2021 and ending February 28, 2022 (the
"Term"). If an account is activated after the first day of a calendar month, charges will not be pro-rated.
2. FEES
2.1 User Fees: The following table (the"Price Table")describes the agreed upon user fees (the"User Fees"):
PRICE TABLE
Standard Features Fee(per user): $91.00
Premium Features:
Email Search $0.00
Real Time Phone Search $0.00
Total Monthly User Fees (per user): $91.00
Minimum Number of Users 10
Total Monthly Minimum Amount $910.00
All of the searches and reports included in the attached Price Schedule are referred to as the "Features". The
User Fees include unlimited access to all Features, excluding those Features identified herein as Excluded
Features but including the Premium Features listed in the Price Table. User Fees shall be due each month for:
(i) any User ID upon which any search occurs during a calendar month; and (ii) any User ID activated on
Customer's account which was not used to perform any searches and is not suspended or terminated by the
close of business on the last day of any calendar month.
2.2 Features Not Included: The following Features ("Excluded Features") are not included in the User Fees
and shall in all cases be charged separately according to the pricing specified in the attached Price Schedule:
Bankruptcy Docket Sheet
Bankruptcy Documents
Business Link Report
Canadian Phones
Comprehensive Healthcare Business and Provider Report
Contact Card Report
Court Search Wizard
Disclosed Entity Service
Dun & Bradstreet Global Market Identifiers
Page 1 of 8 Confidential 393475.2v2
Customized Schedule A
Accurint for Government (Plan 44)
Any unauthorized revisions to this Schedule A by Customer after receipt of the final version from LN shall be considered unenforceable,and
may void this Schedule A at the option of LN.
Dun & Bradstreet Search and Report
DE Corporation Search and Report
Email Search
FCRA Credit Reports
Federal Civil Court Records Search
Flat Rate Comprehensive Healthcare Business and Provider Report
Government Location Report
Identity Authenticate
Identity Verification
Medical, Employment Or Business Records Retrieval
MVR Reports (Driving Records
National Motor Vehicle Accident Search and Report
News Searches
Online Batch
OSHA Investigative Reports Search
-Property Deed Image
Provider Report Card
Provider Sanction Search and Report
Provider Search and Report
Real Time Person Search
Real Time Phone Search
SEC Filings
Virtual Identity Search and Report
-Workplace Locator
XML
LN standard pricing will be in effect for any new features made generally available by LN subsequent to
the execution of this Schedule A.
2.3 Payment Amount: Customer shall pay to LN each month the greater of: (i) the total User Fees and
applicable Excluded Features fees; or(ii)the total monthly minimum amount(s)of$910.00.
3. EXPIRATION
Unless otherwise accepted by LN, the terms herein are valid if the Schedule A is signed by the Customer and
received by LN on or before May 18, 2021.
4. CONFIDENTIAL INFORMATION
This Schedule A contains the confidential pricing information of LN. Customer acknowledges that the disclosure
of such pricing information could cause competitive harm to LN, and as such, Customer agrees to maintain this
Schedule A in trust and confidence and take reasonable precautions against disclosure to any third party to the
extent permitted by local and state law.
AGREED TO AND ACCEPTED BY: City of Fort Worth
'/nmi!'auLde
Signed: Dana Burghdoff(Jun,20211 :2CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: 07/07/2021
Page 2 of 8 Confidential 393475.2v2
Customized Schedule A
Accurint for Government (Plan 44)
Any unauthorized revisions to this Schedule A by Customer after receipt of the final version from LN shall be considered unenforceable,and
may void this Schedule A at the option of LN.
Accurint for Government
(Updated October 8, 2020)
(Plan 44)
(Pricing is per hit unless otherwise indicated. All searches/reports with a price of$0.00 are considered
"Standard Features"and are included in Subscription Ian.
PRICE SCHEDULE (Subscription)
ACCURINT FOR GOVERNMENT FEATURES PRICE
Advanced Motor Vehicle Search $0.00
Advanced Person Alerts Update $0.00
Advanced Person Search $0.00
Automated Valuation Model (AVM) Report $0.00
Associates("Next Steps") $0.00
Bankruptcies, Liens&Judgments Search $0.00
Bankruptcy Search $0.00
Bankruptcy Report $0.00
Bankruptcy Docket Sheet($0.50 For First 5 Pages&$0.20 Per Page Thereafter) (not $0.50
discountable
Bankruptcy Documents (Per Page, Up To Max Charge Of$6 Per Document) (not $0.20
discountable
Boolean Search $0.00
Business Credit $0.00
Business Credit Report $0.00
Business InstantlD $0.00
Business InstantlD & FraudDefender $0.00
Business Search $0.00
Businesses In The News (not discountable) $5.00
Canadian Phones $0.40
Civil Courts Search (Report Included) $0.00
CLIA Report $0.00
Concealed Weapons Permit $0.00
Corporation Filings (Report Included Except In Delaware) $0.00
Court Search Wizard (Additional Fees May Apply; Orders Are Non-Refundable) --
-County Civil Lower& Upper Court-7 Year (not discountable) $35.00
-County Civil Lower& Upper Court- 10 Year (not discountable) $40.00
-County Criminal -7 Year (not discountable) $25.00
-County Criminal - 10 Year (not discountable) $30.00
-Federal Division Civil -7 Year (not discountable) $16.00
-Federal Division Civil - 10 Year(not discountable) $25.00
-Federal Division Criminal -7 Year (not discountable) $16.00
-Federal Division Criminal - 10 Year (not discountable) $25.00
-Statewide Criminal (not discountable) $24.00
Criminal Records $0.00
Criminal Records Report $0.00
DEA Controlled Substances License Search $0.00
Death Records $0.00
Death Records Report $0.00
Page 3 of 8 Confidential 393475.2v2
Customized Schedule A
Accurint for Government (Plan 44)
Any unauthorized revisions to this Schedule A by Customer after receipt of the final version from LN shall be considered unenforceable,and
may void this Schedule A at the option of LN.
Delaware Corporations (not discountable) $1.00
Delaware Corporations Report(not discountable) $11.00
Disclosed Entity Service (charged per search)(not discountable) $5.00
Driver Licenses $0.00
Dun & Bradstreet Global Market Identifiers Search $3.75
Dun & Bradstreet Search (not discountable) $0.25
Dun & Bradstreet Report(not discountable) $3.75
Email Search $0.40
FAA Aircraft(Report Included) $0.00
FAA Pilots (Report Included) $0.00
Federal Civil Court Records Search (charged per search) $2.00
Federal Criminal Court Records Search $0.00
Federal Firearms& Explosives $0.00
Federal Employer ID Numbers (FEIN) $0.00
Fictitious Business Name $0.00
Foreclosures Search (Report Included) $0.00
Hunting/Fishing Licenses $0.00
Identity Authenticate (charged per search) $1.25
Identity Verification (charged per search) $0.60
InstantlD Consumer Search $0.00
InstantlD Consumer& Fraud Defender Search $0.00
Liens&Judgments $0.00
Liens&Judgments Report $0.00
Marriages/Divorces Search $0.00
Motor Vehicles Search $0.00
Motor Vehicles Report $0.00
MVR Reports (Driving Records)** (plus state fee)(charged per search) (not $6.00
discountable
**Coverage and state fees are available in the product and are subject to change --
National Motor Vehicle Accident Search & Report(not discountable) $3.00
National UCC Filings (Report Included) $0.00
NCPDP (National Council for Prescription Drug Programs)Search $0.00
NCPDP (National Council for Prescription Drug Programs) Report $0.00
Neighbors ("Next Steps") $0.00
NPI Report $0.00
OSHA Investigative Reports Search $1.00
Passport Validation $0.00
People At Work Search $0.00
People In The News(not discountable) $5.00
Person Alerts Monitoring (Monthly Monitoring Transactions Per Acct.)(Alerts Charged
At Regular Price
-1 -50 $0.00
-51 -250 $0.00
-251 -500 $0.00
-501 - 1,000 $0.00
-1,001 -5,000 $0.00
-5,001 -25,000 $0.00
Page 4 of 8 Confidential 393475.2v2
Customized Schedule A
Accurint for Government (Plan 44)
Any unauthorized revisions to this Schedule A by Customer after receipt of the final version from LN shall be considered unenforceable,and
may void this Schedule A at the option of LN.
-25,001 - 100,000 $0.00
Professional Licenses (Report Included) $0.00
Property Deed Search $0.00
Property Assessment Search $0.00
Property Assessment Report $0.00
Property Deed Report(excluding Deed Image) $0.00
Property Deed Image (additional charge when ordered from within Property Reports) $8.00
not discountable
Property Search (Property Assessments, Deeds& Mortgages) $0.00
Property Report(Property Assessments, Deeds& Mortgages, excluding Deed Image) $0.00
Provider Search $0.25
Provider Report $5.00
Provider Report Card (charged per search) $5.00
Provider Sanction Search (charged per search) $0.25
Provider Sanction Report $5.00
Real Time Person Search (charged per search) $3.50
Real Time Phone Search $0.50
Relatives("Next Steps") $0.00
Relatives, Neighbors&Associates ("Next Steps") $0.00
Relavint Visual Link Analysis(Per Diagram) $0.00
Satellite Image Search $0.00
SEC Filings Search $3.50
Sexual Offenders (Report Included) $0.00
SIRIS $0.00
USA Patriot Act $0.00
Virtual Identity Search & Report $2.00
Voter Registrations $0.00
Watercraft $0.00
Watercraft Report $0.00
WorkPlace Locator(not discountable) $3.50
Reports
Asset Report: Property Deeds&Assessments, Vehicle Registrations, Watercraft, FAA $0.00
Pilots, FAA Aircraft, and UCC Filings.
Business Link Report(charged per search) $5.00
Comprehensive Report(Best Value): Summary Report,Associates, Bankruptcy,
Concealed Weapons Permits, Criminal Records, DEA Controlled Substances License
Search, Driver's Licenses, FAA Aircraft, FAA Pilots, Federal Firearms& Explosives
License Search, Hunting/Fishing Permits, Liens/Judgments, National Motor Vehicle $0.00
Accident Search & Report, Neighbors, People at Work, Phones Plus, Possible
Education, Professional Licenses, Property, Relatives (3 Degrees), Sexual Offenders,
UCC Filings, Vehicle Registrations, Voter Registration and Watercraft.
Contact Card Report: Summary Report: Names Associated with Subject, Contact List:
At Home,At Work, Through Family, Through Associates, Through Neighbors, Possible $3.50
Relocation, Address Summary and Phones Plus(optional).
Entitlement Report: Summary Report, Phones Plus, Bankruptcy, Liens/Judgments,
UCC Filings, People At Work, Driver's Licenses, Vehicle Registrations, Property, $0.00
Watercraft, FAA Pilots, FAA Aircraft, Professional Licenses,Associates, Relatives (3
Degrees), Criminal Records And Sexual Offenders. Results Can Be Restricted By The
Page 5 of 8 Confidential 393475.2v2
Customized Schedule A
Accurint for Government (Plan 44)
Any unauthorized revisions to this Schedule A by Customer after receipt of the final version from LN shall be considered unenforceable,and
may void this Schedule A at the option of LN.
User To Their Applicable Dates Of Interest.
Finder Report: Address Summary, Others Using SSN, Date/Location Where SSN
Issued, Phone Summary, Current Listed Phones, Unverified Phones With Type And
Date Indicators, Current Neighbor Phones, Possible Relative Phones (2 Degrees), $0.00
Possible Associate Phones, Phones At Historical Addresses, Bankruptcy Filings And
-Corporate Affiliations.
Government Location Report(charged per search) $1.00
Summary Report: Address Summary, Others Using SSN, Date/Location Where SSN
Issued, Census Data, Bankruptcy Indicator, Property Indicator And Corporate $0.00
Affiliations Indicator.
Comprehensive Address Report: (Base Report Features: Current And Previous $0.00
Residents And Phones At Address
Additional Report Options: --
-Bankruptcy $0.00
-Businesses At Address $0.00
-Concealed Weapons Permit Search $0.00
-Criminal Records Search $0.00
-Criminal Records Report $0.00
-Driver Licenses At Address $0.00
-Hunting/Fishing License Search $0.00
-Liens And Judgments $0.00
-Motor Vehicles Registered At Address $0.00
-Neighborhood Profile (2010 Census) $0.00
-Neighbors At Address $0.00
-Property Ownership Current/Previous $0.00
-Sexual Offenders Search (Report Included) $0.00
Comprehensive Business Report(Base Report Features: Name and TIN Variations, $0.00
Parent Company, and Industry Information
Additional Report Options: --
-Associated Businesses $0.00
-Associated People $0.00
-Bankruptcy $0.00
-Business Registrations $0.00
-Corporation Filings $0.00
-Dun & Bradstreet Records(not discountable) $3.75
-FAA Aircraft $0.00
-IRS 5500 $0.00
-Liens and Judgments $0.00
-Motor Vehicles $0.00
-Properties $0.00
-UCC Filings $0.00
-Watercraft $0.00
Custom Comprehensive Report(Base Report Features: Others Using Same SSN, Date
and Location where SSN Issued, Company Header, Address Summary, Possible $0.00
Education, Comprehensive Report Summary)
Additional Report Options: --
-Associates $0.00
-Bankruptcy $0.00
Page 6 of 8 Confidential 393475.2v2
Customized Schedule A
Accurint for Government (Plan 44)
Any unauthorized revisions to this Schedule A by Customer after receipt of the final version from LN shall be considered unenforceable,and
may void this Schedule A at the option of LN.
-Criminal Records $0.00
-DEA Controlled Substances License Search $0.00
-Driver Licenses Information $0.00
-Email Search $0.40
-Federal Firearms& Explosives License Search $0.00
-Liens And Judgments $0.00
-Motor Vehicle(s) Registration (Watercraft& Boat Trailers Included) $0.00
-National Motor Vehicle Accident Search & Report $0.00
-Neighborhood Profile (2010 Census) $0.00
-Neighbors (Up To 6 Neighbors At 10 Different Addresses) $0.00
-People At Work $0.00
-Phones Plus $0.00
-Professional Licenses(Report Included) $0.00
-Properties $0.00
-Real Time Vehicle Registrations (charged per search)(not discountable) $3.50
-Relatives(Up to 3 Degrees of Separation) $0.00
-Sexual Offenders $0.00
-Supplemental Data Sources $0.00
-UCC Filings $0.00
Flat Rate Comprehensive Healthcare Business Report(includes Base Report Features $10.00
and Additional Report Options listed below
Comprehensive Healthcare Business Report(Base Report Features: Name,Address $0.50
and Phone Variations; Parent Company, ID Numbers and Industry Information
Additional Report Options: --
-Associated Businesses $1.00
-Associated People $1.00
-Bankruptcy(charged per search) $1.00
-Business Phone Matches $0.25
-Business Registrations $0.25
-Corporation Filings $1.00
-Dun & Bradstreet Records(not discountable) $3.75
-FAA Aircraft $0.25
-IRS 5500 $0.00
-Liens And Judgments (charged per search) $0.25
-Motor Vehicles $0.75
-Properties $1.00
-Sanctions $0.50
-UCC Filings $0.50
-Verification $0.75
-Watercraft $1.00
Flat Rate Comprehensive Healthcare Provider Report(includes Base Report Features $6.00
and Additional Report Options listed below
Comprehensive Healthcare Provider Report(Base Report Features: Gender, Date of $0.50
Birth, Social Security Number, Tax ID s UPIN and NPI number
Additional Report Options: --
-Additional Deceased Data Sources $0.00
-Associates $0.00
Page 7 of 8 Confidential 393475.2v2
Customized Schedule A
Accurint for Government (Plan 44)
Any unauthorized revisions to this Schedule A by Customer after receipt of the final version from LN shall be considered unenforceable,and
may void this Schedule A at the option of LN.
-Bankruptcy(charged per search) (not discountable) $0.25
-Business Address Summary $0.25
-Business Affiliations $0.50
-Business Phone Matches $0.25
-DEA Licenses $0.25
-Degrees $0.00
-Education $0.50
-Group Affiliations $0.50
-GSA Sanctions (charged per search) $0.50
-Hospital Affiliations $0.50
-Liens And Judgments (charged per search) $0.25
-Medical Licenses (charged per search) $1.00
-Possible Criminal Records (charged per search) $0.25
-Professional Licenses(charged per search) $1.00
-Sanctions (Disciplinary)(charged per search) $0.50
-Sexual Offenses (charged per search) $1.00
-Specialties $0.00
-Verification $0.75
Online Batch
Advanced Person Search $0.50
Deceased Person $0.25
Address (Single) $0.13
Address (Multiple) $0.16
Waterfall Phones: Directory Assistance Match,Address And Name Variations, Co-
Residents, Phones Plus& Relatives; Add-Ons Possible Relocation, Neighbors& $0.23
-People At Work(Single)
Waterfall Phones: Directory Assistance Match,Address And Name Variations, Co-
Residents, Phones Plus& Relatives; Add-Ons Possible Relocation, Neighbors& $0.25
-People At Work(Multiple)
Waterfall Phone with Address (single) $0.25
Waterfall Phone with Address (multiple) $0.30
Address and/or Phone Confirmation (per input) (single) $0.03
Address and/or Phone Confirmation (per input) (multiple) $0.04
Phones Plus $0.50
Real Time Phone Search $0.50
Real Time Motor Vehicle Registrations $1.50
Property-Add Up To Five Properties Owned By The Subject $1.00
Consumer InstantlD $0.65
Consumer InstantlD With Fraud Defender $0.95
Consumer InstantlD With Red Flags Rule $0.90
Business InstantlD $1.30
Business InstantlD With Fraud Defender $1.30
Multiple = 2 Or More Phones/Addresses Returned --
Page 8 of 8 Confidential 393475.2v2
Customized Schedule A
Accurint for Government (Plan 44)
Any unauthorized revisions to this Schedule A by Customer after receipt of the final version from LN shall be considered unenforceable,and
may void this Schedule A at the option of LN.
docuSign Envelope Id:55E971EC-024B-45dE-B29B-6BE6F52F55A3
DIR Contract No.DIR-LGL-CALIR-01B
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
LEXISNEXIS RISK SOLUTIONS FL INC.
Ij
1. Introduction
A. Parties
This Contract for Products and Related Services ("Contract") is entered into between the
A
State of Texas ("State"), acting by and through the Department of Information Resources
("DIR") with its principal place of business at 300 West 15th Street, Suite 1300, Austin,
Texas 78701, and LexisNexis Risk Solutions FL Inc. ("Vendor"), with its principal place
of business at 1000 Alderman Drive, Alpharetta, Georgia, 30005. Through this Contract,
Vendor will be a non-exclusive vendor of computer-assisted legal and investigative
research(CALIR) Services described herein.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State.
DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-TSO-TMP-261, on December 1, 2016, for
Computer Assisted Legal and Investigative Research (CALIR) Services. Upon execution
of this Contract, a notice of award for RFO DIR-TSO-TMP-261 shall be posted by DIR
on the Electronic State Business Daily.
C. Order of Precedence
This Contract; Appendix A, Standard Terms and Conditions For Services Contracts;
Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan;
Appendix C, Pricing Index; Appendix D, Software and Other License Agreements and
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LexisNexis Risk Terms and Conditions; ; Exhibit 1, Vendor's Response to RFO DIR
TSO-TMP-261, including all addenda; Exhibit 2, RFO DIR-TSO-TMP-261, including all
addenda; are incorporated by reference and constitute the entire agreement between DIR
and Vendor. In the event of a conflict between the documents listed in this paragraph, the
controlling document shall be this Contract, then Appendix A, then Appendix B, then
Appendix C, Appendix D, then then Exhibit 1, and finally Exhibit 2. In the event and to
the extent any provisions contained in multiple documents address the same or E
substantially the same subject matter but do not actually conflict, the more recent
provisions shall be deemed to have superseded earlier provisions.
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2. Term of Contract
The term of this Contract shall be four (4) years commencing on the date of last signature
below. Prior to expiration of the original term, DIR may extend this Contract, by
amendment, for up to two (2) optional one (1)-year terms. Upon expiration of this
Contract, or in the event this Contract is terminated for any reason before the end of the
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DocuSign Envelope ID:55E979 EC-02413-451DE-132913-613EW52F55M
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DIR Contract No.DIR-LGL-CALIR-01 B
Vendor Contract No.
Contract period, Vendor will provide services under the Contract to the State for a period
up to one hundred twenty (120) days (time period is at sole discretion of the State) or
until such time as services of a new Contract are in effect and implemented.
3. Product and Service Offerings
Products and Services available under this Contract are limited to Accurint, Accurint
Social Media Analytics (formerly known as Social Media Monitor), Batch Solutions,
Integrity Scans, Identity Management and Fraud Detection, Healthcare Analyties,
Accurint Crime Analysis, ATAC Workstation, Aceurint Virtual Crime Center, Business
Integrity Solution, XML Access, and other products and services specified in Appendix
C, Pricing Index. Vendors may incorporate changes to their services offering; however,
any changes must be within the scope of the RFO products and services awarded based
on the posting described in Section 1.13 above. Vendor may add license types, additional
products and services which were not included in the Vendor's response to the
solicitation described in Section 1.13 above, as long as they are within the scope of the
DIR-TSO-TMP-261 Request for Offer, and by express mutual agreement of DIR and
Vendor.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8 Pricing,
Purchase Orders, Invoices, and Payments; and Appendix C,Pricing Index.
5. Notification
All notices under this Contract shall be sent to a party at the respective address indicated
below.
If sent to the State:
Dana L. Collins, CTPM, CTCM
Director, Enterprise Contract Management
Department of Information Resources
300 W. 15th St., Suite 1300 ll
Austin, Texas 78701
Phone: (512) 512.936.2233
Facsimile: (512) 475-4759
Email: dana.collins@dir.texas.gov
If sent to the Vendor:
David Ivey, LexisNexis Client Manager
1443 Valley Crest Dr.
LexisNexis Risk Solutions FL Inc.
Burleson,Texas 76028
Phone: (214)274-7576
Facsimile: NIA
Email: David.Ivey@lexisnexis.com
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DocuSign Envelope ID:55E971 FC-024B-45DE-B29B-6BE6F52F55A3
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DIR Contract No.DIR-LGL-CALIR-o1B
Vendor Contract No.
6. Software License and Service Agreements
A. Software License Agreement `
1.) Customers acquiring software licenses under the Contract shall hold, use and
operate such software subject to compliance with the Software License Agreement set
forth in Appendix D of this Contract. No changes to the Software License Agreement
terms and conditions may be made unless previously agreed to between Vendor and
DIR. Customers may not add, delete or alter any of the language in Appendix D;
provided however, that a Customer and Vendor may agree to additional terms and
conditions that do not diminish a term or condition in the Software License
Agreement, or in any manner lessen the rights or protections of Customer or the
responsibilities or liabilities of Vendor. Vendor shall make the Software License
Agreement teens and conditions available to all Customers at all times. E
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2) Compliance with the Software License Agreement is the responsibility of the
Customer. DIR shall not be responsible for any Customer's compliance with the
Software License Agreement. If DIR purchases software licenses for its own use
under this Contract, it shall be responsible for its compliance with the Software
License Agreement terms and conditions.
B. Shrink/Click-wrap License Agreement
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Regardless of any other provision or other license terms which may be issued by
Vendor after the effective date of this Contract, and irrespective of whether any such
provisions have been proposed prior to or after the issuance of a Purchase Order for
products licensed under this Contract, or the fact that such other agreement may be
affixed to or accompany software upon delivery (shrink-wrap), the terms and
conditions set forth in this Contract shall supersede and govern the license terms
between Customers and Vendor. It is the Customer's responsibility to read the
ShrinldCliek-wrap License Agreement and determine if the Customer.accepts '3
the license terms as amended by this Contract. If the Customer does not agree
with the license terms, Customer shall be responsible for negotiating with the
reseller to obtain additional changes in the Shrink/Click-wrap License
Agreement language from the software publisher.
C. Service Agreement
Services provided under this Contract shall be in accordance with and as set forth in
Appendix D of this Contract. No changes to the terms and conditions may be made
unless previously agreed to by Vendor and DIR.
7. Conflicting or Additional Terms '
In the event that conflicting or additional terms in Statement of Work or linked or
supplemental documents amend or diminish the rights of DIR Customers or the State,
such conflicting or additional terms shall not take precedence over the terms of this
Contract.
In the event of a conflict, any linked documents may not take precedence over the printed
or referenced documents comprising this contract; and, provided further, that, if Vendor
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DowSign Envelope ID:55E971 EC-424B-45DE-B29B-68E6F52F55A3
DIR Contract No.DIR-LGL-CALIR-OIB
Vendor Contract No.
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has responded to a solicitation or request for pricing, no update of such linked documents t
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on or after the initial date of Vendor's initial response shall apply to that purchase unless
Vendor directly informs Customer of the update before the purchase is consummated.
In the event that different or additional terms or conditions would otherwise result from
accessing a linked document, agreement to said linked document shall not be effective
until reviewed and approved in writing by Customer's authorized signatory.
Vendor shall not, without prior written agreement from Customer's authorized signatory,
require any document that: 1) diminishes the rights, benefits, or protections of the
Customer, or that alters the definitions, measurements, or method for determining any
authorized rights, benefits, or protections of the Customer; or 2) imposes additional
costs, burdens, or obligations upon Customer, or that alters the definitions,
measurements, or method for determining any authorized costs, burdens, or obligations
upon Customer
If Vendor attempts to do any of the foregoing, the prohibited documents will be void and
inapplicable to the contract between DIR and Vendor or Vendor and Customer, and
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Vendor will nonetheless be obligated to perform the contract without regard to the
prohibited documents, unless Customer elects instead to terminate the contract, which in
such case may be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts.
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S. Authorized Exceptions to Contract and any Appendices.
A. Appendix A, Section 4.E, Survival,is hereby restated in its entirety as follows: i
Provisions hereof related to release of claims; indemnification; use and protection of
Vendor; payment for the Vendor services; audit; Vendor's use and ownership of
DIR's search inquiry data; disclaimer of warranties and other disclaimers; security; €
customer data and governing law shall survive any termination of the license to use
the Vendor services. !
B. Appendix A, Section 5,Intellectual Property Matters, is hereby restated in its
entirety as follows:
Vendor is providing its commercially available services under the Contract. Unless
expressly agreed to in writing by DIR and Vendor, no custom development work is
authorized or payable under this Contract.
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C. Appendix A, Section 10.A.2),Acts or Omissions, is hereby amended by adding
the following:
Neither DIR nor Customers waive their sovereign immunity. Neither DIR nor
Customers can or will indemnify any entity.
D. Appendix A,Section 10.A.3),Infringements, Subsection a), is amended by
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DocuSign Envelope ID:55E871 EC-024B-45DE-B29B-6BE6F52F55A3
DfR Contract No.DIlt-LGL-CALIR-01 B
Vendor Contract No.
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adding the following:
Neither DIR nor Customers waive their sovereign immunity. Neither DIR nor
Customers can or will indemnify any entity.
E. Appendix A, Section 10(N),Required Insurance Coverage, is hereby restated in
its entirety as follows:
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As a condition of this Contract with DIR, Vendor shall provide the listed insurance
coverage within 5 business days of execution of the Contract if the Vendor is
awarded services which require that Vendor's employees perform work at any
Customer premises and/or use employer vehicles to conduct work on behalf of
Customers. In addition, when engaged by a Customer to provide services on
Customer premises, the Vendor shall, at its own expense, secure and maintain the
insurance coverage specified herein, and shall provide proof of such insurance
coverage to the related Customer within five (5) business days following the
execution of the Purchase Order. Vendor may not begin performance under the
Contract and/or a Purchase Order until such proof of insurance coverage is provided
to and approved by, DIR and the Customer. All required insurance must be issued
by companies that have an A rating and a Financial Size Category Class of VII from
A.M. Best and are licensed in the State of Texas and authorized to provide the
corresponding coverage. The Customer and DIR will be named as Additional
Insureds on all required coverage except the automobile and workers compensation A:
coverages. Required coverage must remain in effect through the term of the Contract
and each Purchase Order issued to Vendor there under. The minimum acceptable
insurance provisions are as follows:
1) Commercial General Liability
Commercial General Liability must include $1,000,000 per occurrence for Bodily
Injury and Property Damage, with a separate aggregate limit of $2,000,000;
Medical Expense per person of$5,000; Personal Injury and Advertising Liability
of $1,000,000; Products/Completed Operations Aggregate Limit of $2,000,000;
and Damage to Premises Rented: $50,000. Agencies may require additional
Umbrella/Excess Liability insurance. The policy shall contain the following
provisions:
a)Blanket contractual liability coverage for liability assumed under the Contract;
b) Independent Contractor coverage;
c) State of Texas, DIR and Customer listed as an additional insured; and
d) Waiver of Subrogation
2) Workers' Compensation Insurance
WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' '
LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH
STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS'
COMPENSATION ACT (ART. 8308-1.01 ET SEQ. TEX. REV. CIV. STAT)
AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF
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DocuSign Envelope ID:55E971EC-024B-45DE-B29B-6BE6F52F55A3
DER Contract No.DIER-LGL-CALIR-01 B
Vendor Contract No.
$1,(}00,000 BODILY INJURY PER ACCIDENT, $1,000,000 BODILY INJURY
DISEASE PER EMPLOYEE AND $1,000,000 PER DISEASE POLICY LIMIT. j
3) Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all owned, non-owned and
hired vehicles with a minimum combined single limit of$500,000 per occurrence
for bodily injury and property damage. The policy shall contain the following
endorsements in favor of DIR and/or Customer:
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a) Waiver of Subrogation; and
b)Additional Insured. j
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DIR Contract No.DIR-LGL-CALIR-01B
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
LexisNexis Risk Solutions FL Inc.
Authorized By: J/signature on file/
Name: Ha ood Talcove
Title: CEO, LexisNexis Special Services, Inc.
Date: 5/26/17 8:28 am
The State of Texas, acting by and through the Department of Information Resources
Authorized By: /signature on file/
Name: Stacey Napier
Title: Executive Director, DIR
Date: 5/26/17 12:57 prn
Office of General Counsel: /signature on file/
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CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23,84th Leg., Regular Session. OFRCE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local GovemmentCode, oats R�a�ad
by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By I aw this q uestionnaire must be fi led with the reco rd s admi n istrator of the local govemm ental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Govemment Code.An offense under this section is a misdemeanor.
t Name ofvendorwho has a business relationship with local governmental entity.
LexisNexis Risk Solutions FL Inc.
2 Check this box Ifyou are filing an update to a previously filed questionnaire.
{The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate_)
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Name of local government offloer about whom the information Inthls sectlon Is being disclosed.
N/A
Name of Officer
This section{item 3 including subparts A, B. C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176 001(1-a), Local Government Code_ Attach additional
pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income,from the vendor?
F7 Yes 71 No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local
governmerd officer named in this section AND the taxable income is not received from the local governmental entity?
Yes FI Nc
C_ Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
Yes F—] No
D. Describe each employment or business and family relationship with the local government officer named in this section.
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ll June 28, 2021
Signature of vendor doing business with the governmental entity Date
Adopted 81712015