HomeMy WebLinkAboutContract 53662 {
'RECENED City Secretary Contract No. 53662
MAR 17 2020
`' '� cmr o�For,T wor�7H
r �'nsE�R�A�Y FORTWORTH,
PURCHASE AGREEMENT
(Information Technology)
This Purchase 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 PALISCOPE AB
("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.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Purchase Agreement;
2. Exhibit A—Quote;
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 tern "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. Product. Vendor hereby agrees,with good faith and due diligence,to provide the City with
Paliscope PRO,outlined and described in the Quote attached hereto as Exhibit"A"and incorporated herein
for all purposes, and further referred to herein as the "Software." 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 March 31, 2021 ("Expiration Date"), unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties
("Initial Term"). Upon the expiration of the Initial Term, the Agreement shall renew automatically under
the same terms and conditions for up to four(4)one-year renewal periods, unless City or Vendor provides
the other party with notice of non-renewal at least 30 days before the expiration of the Initial Term or
renewal period.
3. Compensation. City shall pay Vendor an amount not to exceed two thousand six hundred
thirty four Dollars ($2,634.00). in accordance with the provisions of this Agreement. City shall not be
liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of ric
70FR"04ALREC...,
Purchase Agreement LAN
�E&RETARY
Cityof Fort Worth and Paliscoa e o
ORTH,TX
1
City Secretary Cc ntract No.
invoice.
3.1. INTELLECTUAL PROPERTY INFRINGEMENT.
3.1.1. The Vendor warrants that all Software,or any part thereof,furnished
hereunder, including but not limited to: programs, documentation, software,
analyses,applications,methods,ways,and processes(in this Section 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 right.
3.1.2. 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 Software in this Agreement, or the City's continued use of the
Deliverable(s)hereunder.
3.1.3. 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
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). 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
Purchase Agreement
City of Fort Worth and Paliscope Page 2 of 5
City Secretary Contract No.
COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS
AGREEMENT.
3.2. 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 this Agreement or in connection with the performance of this 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. 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 this 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 this
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 this 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.
(signature page follows)
Purchase Agreement
City of Fort Worth and Paliscope Page 3 of 5
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City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for th,-monitoring and administration
of this contract,int;luding ensuring all performance
By: Jesus J.Chapa(Mar 13, 020) and reporting regi-irements.
Name: Jesus J.Chapa
Title: Assistant City Manager
Date: By: Rachel DeHc_. (Mar 11, 20)
Name: Rachel Dehoyos
APPROVAL RECOMMENDED: Title: Police SErgeant
./l APPROVED AS TO FORM AND LEGALITY:
By:
" win Kraus(Mar 13,2020)
Name: Edwin Kraus L� 0
Title: Chief of Police By: A Strong(Mar 1 , 020)
1:'CCjF�T,f. 'N• Name: John B. Strong
d. <ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: (None Required)
y. Mary J.K r(M 2020) Date Approved:
it 'Name: Mary J.Kayser
?* ..tea Cn Title: City Secretary Form 1295 Certification No.:
PALISCOPE AB
B
Name: Christian Berg
Title: CEO
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX
Purchase Agreement
City of Fort Worth and Paliscope Page 4 of 5
City Secretary Contract No.
EXHIBIT A
QUOTE
The proposal is for 3 license(s)for Paliscope PRO and ICAC Package valid for 1 year(s),allowing for 4
renewals.The license will be activated on the day of invoice or when the license is being purchased in the online web.
Paliscope Licenses 2019 List Prices No of Hcenses Total Content
/user/year
Pro $629 3 $1987
Law enforcement
ICAC Package $249 3 $747 Pdce bicAdss Pbeyes,Camera Fmwics,Arachnid
Law enforcement and WeWQ(a*Web/0 ME related data bases)
TOTAL $2634
tote:
The price excludes VAT or any other taxes
All licenses ore offered per single user/year(term)
Paliscope will be used by the Crimes Against Children Unit,Primarily the Internet Crimes Against
Children Unit,to documents online open source searches conducted by Investigators in their attempt to
identify,research,and document information from public accessible Internet locations.
Paliscope is a software application for professional investigations. Used by law enforcement, insurance
companies and the security sector,Paliscope helps investigators to tackle the evidence burden resulting
from all sorts of crime types. Paliscope allows investigators to quickly and easily collect online data for
review and analysis,sort and prioritize among the collected data,connect correlating intelligence to find
more clues,and create professional reports to share the results with other parties.Paliscope also works as
a quality assurance system that secures the authenticity of where and when the data was collected. All
combined, Paliscope reduces time-consuming processes of manually searching, saving and verifying
information from different sources online.
Purchase Agreement Ex A
City of Fort Worth and Paliscope Page 5 of 5