HomeMy WebLinkAboutContract 53998 f
CSC No. 53998
�2p20
SUPPLIER SERVICES AGREEMENT
Trans Union Risk and Alternative Data Solutions,Inc.
This SUPPLIER SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and
TransUnion Risk and Alternative Data Solutions, Inc. ("Supplier"), a Delaware Corporation, each
individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Supplier Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;
4. Exhibit C—Verification of Signature Authority Form;
Exhibits A,through E,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A through E and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Supplier shall provide Investigative Database services for the City of Fort Worth (City) Police
Department (FWPD). Exhibit "A," - Scope of Services more specifically describes the services to be
provided hereunder.
2. TERM.
This Agreement shall begin on May 1,2020(`Effective Date")and shall expire on April 30,2021
("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). Upon
the expiration of the Initial Term, the Agreement shall renew automatically under the same terms and
conditions for four(4)one-year renewal periods,unless City or Supplier 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 Supplier in accordance with the fee schedule in accordance with the provisions of
this Agreement and Exhibit`B,"—Price Schedule. Total payment made under this Agreement for the first
year by City shall not exceed Sixteen Thousand,Four Hundred,and Sixty-Seven Dollars and Ninety-
Cents($16,467.90). The City is responsible for tracking its usage of the services and ensuring that it does
not perform searches or transactions within the Investigative Database that would result in an overages,and
in turn Supplier shall not 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 Supplier not specified by this Agreement unless City first approves such expenses
in writing.
M WORTr-9
Supplier Services Agreement Page 1 of 14
t�€wovei
i�dt►vn
b�P'
4. TERMINATION.
4.1. Written Notice. City or Supplier may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Supplier 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 City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Supplier for services actually rendered up to the effective date of
termination and Supplier shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Supplier shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Supplier has received access to City Information or data as a requirement
to perform services hereunder, Supplier shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Supplier hereby warrants to City that Supplier has made full
disclosure in writing of any existing or potential conflicts of interest related to Supplier's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Supplier hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Supplier,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Supplier 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. Supplier shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Supplier
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Supplier agrees that City shall,until the expiration of three(3)years after final payment under this
contract,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 Supplier involving transactions relating to this Agreement at no
additional cost to City, at a mutually agreeable off-site location or electronically. City shall give Supplier
reasonable advance notice of intended audits.
Supplier Services Agreement Page 2 of 14
1ge�.rtix�
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Supplier shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Supplier 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, consultants and
subSuppliers. Supplier acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Supplier, its officers, agents, employees, servants,
Suppliers and subSuppliers. Supplier further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Supplier. It is further understood that City shall in no
way be considered a Co-employer or a Joint employer of Supplier or any officers, agents, servants,
employees or subSupplier of Supplier. Neither Supplier, nor any officers, agents, servants, employees or
subSupplier of Supplier shall be entitled to any employment benefits from City. Supplier 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 subSupplier.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY-SUPPLIER 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 KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF SUPPLIER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - SUPPLIER HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SUPPLIER'S BUSINESS
AND ANYRESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
SUPPLIER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Supplier agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Supplier bears the cost and expense of payment for claims or actions
against City pursuant to this section,Supplier 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 City's interest, and City agrees to cooperate with
Supplier in doing so.In the event City,for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City 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,
Supplier Services Agreement Page 3 of 14
�b4#
Supplier shall fully participate and cooperate with City in defense of such claim or action.City agrees
to give Supplier timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Supplier's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Supplier shall, at its own expense and as City's sole remedy, either: (a)procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Supplier terminate this Agreement, and refund all amounts
paid to Supplier by City, subsequent to which termination City may seek any and all remedies
available to City under law.
8.4 LIMITATION ON LIABILITY— SUPPLIER'S ENTIRE AGGREGATE LIABILITY
TO CITYIS LIMITED TO DIRECT DAMAGES NOT EXCEEDING THE FEE PAID BY CITY FOR
THE SUPPLIER SERVICES OBTAINED WHICH GIVE RISE TO ANY FIRST SUCH CLAIM.
IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND
ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT
SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE,
STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ADDITIONALLY,SUPPLIER SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT BROUGHT MORE THAN TWO (2) YEARS AFTER
THE CAUSE OFACTIONHAS ACCRUED.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Supplier shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Supplier under which the assignee agrees to be
bound by the duties and obligations of Supplier under this Agreement. Supplier and Assignee shall be
jointly liable for all obligations of Supplier under this Agreement prior to the effective date of the
assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Supplier shall execute a written
agreement with Supplier referencing this Agreement under which sub Supplier shall agree to be bound by
the duties and obligations of Supplier under this Agreement as such duties and obligations may apply.
Supplier shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Supplier Services Agreement Page 4 of 14
i
Supplier shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Supplier and its employees in the course
of providing services under this Agreement. "Any vehicle" shall be any vehicle
owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall include
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.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation shall be provided to
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,200 Texas
Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at
the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
Supplier Services Agreement Page 5 of 14
1gr�.rtix�
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Supplier has obtained all required
insurance shall be delivered to the City prior to Supplier proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Supplier agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Supplier of any violation of such laws, ordinances,rules
or regulations, Supplier shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Supplier,for itself,its personal representatives,assigns, subSuppliers and successors in interest,as
part of the consideration herein, agrees that in the performance of Supplier'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 SUPPLIER, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBSUPPLIERS OR SUCCESSORS IN INTEREST,
SUPPLIER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND
CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement 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:
To CITY: To SUPPLIER:
City of Fort Worth TransUnion Risk and Alternative Data Solutions,
Attn: Jesus J. Chapa,Assistant City Manager Inc.
200 Texas Street Attn: Philip Perlman,Account Manager
Fort Worth,TX 76102-6314 4530 Conference Way South
Facsimile: (817)392-8654 Boca Raton,FL 33431
561-208-9150(o)/813-784-6291 (m)
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Supplier Services Agreement Page 6 of 14
��pved
}grrl�rn
Neither City nor Supplier 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.Notwithstanding the foregoing, this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Supplier 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 City's or Supplier's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
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 Supplier 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, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C.
Supplier Services Agreement Page 7 of 14
i
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement,including Exhibits A through E,contains the entire understanding and agreement
between City and Supplier,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.
25. WARRANTY OF SERVICES.
Supplier's Services are provided"as-is,"with no warranties of any kind, whether express, implied in fact
or by operation of law, or statutory, including without limitation, those as to quality, non-infringement,
accuracy, completeness, timeliness, or currentness, and those warranties that might be implied from a
course of performance or dealing or trade usage and warranties of merchantability and fitness for a
particular purpose.
26. IMMIGRATION NATIONALITY ACT.
Supplier shall verify the identity and employment eligibility of its employees who perform work
under this Agreement,including completing the Employment Eligibility Verification Form(I-9). Supplier
shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any Supplier employee who is not legally eligible to perform such services.
SUPPLIER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
SUPPLIER,SUPPLIER'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,
upon written notice to Supplier,shall have the right to immediately terminate this Agreement for violations
of this provision by Supplier.
27. OWNERSHIP OF WORK PRODUCT.
Supplier grants to City and the persons that City permits to access the Supplier Services,as well as,where
applicable, persons permitted access by such persons ("Permitted Users") a restricted personal, non-
exclusive,non-transferable,non-sublicenseable,revocable license to obtain and use the Supplier Services.
City agrees its and its Permitted Users' use of the Supplier Services and Services Information will comply
with the Subscriber Agreement attached as Exhibit D, any incorporated Terms and Conditions, and all
applicable laws,rules,regulations and regulatory directives.
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 hereto,
Supplier Services Agreement Page 8 of 14 f=]
may be executed by any authorized representative of Supplier whose name,title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Supplier shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Supplier or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Supplier certifies that Supplier's signature provides written verification to the City that Supplier:(1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of ,20.
(signature page follows)
Supplier Services Agreement Page 9 of 14
}Qrrltr�r�
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
✓Ts ap Cns Cnq-ci this contract including ensuring all performance and
$y; Jesus cnaPa(Jun�,zozo iz:sz CDT) � g g
Name: Jesus J. Chapa reporting requirements.
Title: Assistant City Manager
Date: By: MB Munday(Jun d8 2O 010:40 CDT)
Michael Munday
APPROVAL RECOMMENDED: Program Support Division Manager,
APPROVED AS TO FORM AND LEGALITY:
Upvml /L,/, �I
By: Edwin Kraus(Jun S,202011:05 CDT)
Name: Edwin Kraus
> Srr,`ra
Title: Chief of Police By:
[s JBstronr�g(J�202012:44 CDT)
Name: John B. Strong
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: Not Applicable
By:
Name: Mary J.Kayser
Title: City Secretary
SUPPLIER:
Trans Union Risk and Alternative Data Solutions,
Inc.
i'i«iLv" ��2L�1GI01�0
By: Ernesto Castelnuovo(May 27,202014:49EDT)
Name: Ernesto Castelnuovo
Title: Senior Vice President
Date: May 27, 2020
ice¢„, TRADS Legal De
Date: 5-26-2020
Supplier Services Agreement Page 10 of 14
EXHIBIT A
SCOPE OF SERVICES
1.0 Description:
A user-friendly search and locate database using advanced linking algorithms to produce
actionable data for use by FWPD for leads in solving crimes.
2.0 Minimum Data Functionality:
1. Provide comprehensive 360-view search results into a subject's identity,assets,
relationships,relatives,associates, addresses,phones,unlisted landlines, emails,Internet
Protocol(IP)address,age range, employment places,criminal records,bankruptcies,
liens or Uniform Commercial code(UCC)filings, foreclosures,judgments,and real
property assets(includes watercraft,aircraft,and motor vehicles).
2. Partial, or a fragment of information returns with actionable data.For example;partial
social security number(SSN),partial tag number,incomplete address,name fragments,
phonetic names,and alias.
3. Social media presence,Department of Motor Vehicle(DMV)information,vehicle
information,professional licenses.
4. Driver license searches that return relationships with relatives,acquaintances, and
business associates.
5. Address reports provide complete history of residence or business.
6. Foreign and domestic business searches. Includes North American Industry Classification
System(NAICS)code searches,date of establishment,business locations, corporate
office information and any links to subsidiaries and partners.
7. Current and former employees,officers,and directors.
8. License plate reader integration that inputs tags and instantly sees recent vehicle sightings
and locations nationwide.
9. Real time phone search through mobile phone carrier.
10. Reverse phone searches.
11. Data shall be trustworthy, fresh and actionable.
3.0 System Functionality:
1. Transaction based database for each online search and report.
2. Data shall be encrypted Secure Sockets Layer(SSL),Pretty Good Privacy(PGP),IP
restricted
3. A secure web-based application accessible through a mobile browser shall allow FWPD
to verify individuals, and businesses,and locate subjects quickly.
4. FWPD shall be able to set up parameters for system access and search criteria.
5. FWPD shall be able to create their own reports from selected search criteria.
6. At a minimum, system shall have access to;
a. 350 million social security numbers
Supplier Services Agreement—Exhibit A Page 11 of 14
b. 225 million employment records
C. 17 billion vehicle registration and vehicle sighting records
d. 4 billion phone records
e. 90 million adult Millennials(ages 18—36)
f. 50 million people with thin-files(people without credit reports)
7. Integrates with standard Extensible Markup Language(XML)gateways and Simple
Object Access Protocol(SOAP) interfaces.
4.0 Estimated Volume:
1. Approximately 90,000 transactions per year.
5.0 Training, Support,Pricing:
1. Training and support services shall be at no additional charge.
2. Transactional pricing.
Supplier Services Agreement—Exhibit A Page 12 of 14 +
lid 6�
EXHIBIT B
PRICE SCHEDULE
TransUnion Risk and Alternative Data Solutions,Inc.
ITEM COST ANNUAL COST
TLOXP Searches(Transactions)-Up to 7,500 $1,350.00/MONTHL $16,200.00
monthly* Y
TLOXP Searches(Transactions)-Above the 4,000 a $0.30/SEARCH $267.90
month. Does not include gateway searches. Not to
exceed 893 annually.
Training and Support Services-Administrators and N/A N/A
users will be trained on all aspects of TLOxp.
Training can be conducted via Webinar or On-site
training. All training and customer support are
always provided at no additional charge.
TOTAL $16 467.90
* PRICING WILL NOT INCLUDE THE FOLLOWING GATEWAY SEARCHES: SOCIAL MEDIA,
REAL TIME PHONE GATEWAY,AND SUPER REVERSE PHONES. THESE ITEMS,IF
ACCESSED,WILL BE INVOICED OVER AND ABOVE THE CONTRACTED RATE.
Supplier Services Agreement—Exhibit B Page 13 of 14
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
TRANSUNION RISK AND ALTERNATIVE DATA SOLUTIONS,INC.
4530 CONFERENCE WAY SOUTH
BOCA RATON,FL 33431
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Supplier and to execute any agreement, amendment or
change order on behalf of Supplier. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Supplier.City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Supplier. Supplier will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Supplier.
1. Name: Ernesto Castelnuovo
Position: Senior Vice President
61-wf4o CafteG&mlo
Ernesto Castelnuovo(May 27,202014:49 EDT)
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
OAPPROVE❑
4U TRADS Leal DE
811�
Date: 5-26-2020
19-0013 Supplier Services Agreement—Exhibit C Page 14 of 14
Ft Worth _Stamped
Final Audit Report 2020-05-27
Created: 2020-05-27
By: srgsalessup@transunion.com
Status: Signed
Transaction ID: CBJCHBCAABAA1SvOeQJLxjQgoT6RDusL9AW1xLUWPUVf
Tt Worth _Stamped" History
Document created by srgsalessup@transunion.com
2020-05-27-5:37:06 PM GMT-IP address:66.175.245.1
Document emailed to Ernesto Castelnuovo (Ernesto.Castelnuovo@transunion.com)for signature
2020-05-27-5:41:21 PM GMT
Email viewed by Ernesto Castelnuovo (Ernesto.Casteinuovo@transunion.com)
2020-05-27-6:49:07 PM GMT-IP address:76.108.144.65
6c Document e-signed by Ernesto Castelnuovo (Ernesto.Casteinuovo@transunion.com)
Signature Date:2020-05-27-6:49:43 PM GMT-Time Source:server-IP address:76.108.144.65
Signed document emailed to Ernesto Castelnuovo (Ernesto.Castelnuovo@transu n ion.com), A Lexa.Santora
(alexa.santora@transunion.com) and srgsalessup@transunion.com
2020-05-27-6:49:43 PM GMT
O P.OWEREDBY
TransUnion Adobe Sign