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HomeMy WebLinkAboutContract 45850 (2)CITY SECRE'r,*jy C9NT=.CiNO. �l�l� Civic Industries, LLC Civic Insight Order Form This Order Form is placed by the undersigned customer ("Customer") with Civic Industries, LLC ("Civic Industries") for the products and services identified in and in accordance with the Scope of Services set forth in Exhibit A and the Civic Insight Terms and Conditions set forth in Exhibit B. This Order Form, along with the attached exhibits, are referred to collectively as the "Agreement." By signing this Order Form, Customer agrees to the Terms and Conditions set forth in Exhibit B. This Agreement will be effective on the date set forth below ("Effective Date"). The service will include Civic Industries' web -based application as further described in the Scope of Services, including any updates and upgrades made available to Customer by Civic Industries ("Service"). As part of the Service, if indicated in the Scope of Services, Civic Industries will provide Customer with integration and technical support services as described in the Scope of Services. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized representatives of the parties as of the Effective Date. Effective Date: August 00; 2014 CUSTOMER CITY OF FORT WORTH By: Name: Susan Alanis Print or Type CIVIC INDUSTRIES, LLC By: Name: Title: Assistant City Manager Title: Date: 8Ii3l2-e11 Address: 1000 Throckmorton St. Fort Worth, Texas 76102 APPROVE AND LEG By: Jessica Sandsvang, AsWista 1 City Attorney AS TO FORM I Contract Authorization: M&C: N/A ATTEST: By: Mary J. Kayser City Secretary Agreement Between Civic industries, LLC and City of Fort Worth Execution Copy 8/7/14 Date: Signature (e'-e< Print or Type DO r d AeZ_A Address: 155 9th St San Francisco, CA 94103 @Fil©IAL coRU 3l� RETARV i nii j, WORTH, YE (i ; 1J ) RECEIVED AUG i2Oi4 Exhibit A Scope of Services Hosted Services • The hosted software application known as Civic Insight that provides real-time government data about properties and includes the following features: o Easy to use search interface with advanced options 1 Search by an exact or partial address spelling 2 Search for properties by street names 3 Perform queries based on multiple criteria 4 Integration with official address list o Detailed property pages provide in-depth view of agency data in an easy -to -use interface o Support for a live connection to agency data and a local cache for backup and performance o Support for unlimited registered users and ability to "watch" properties o Support for an automatic email notification system to alert users of recent changes to data o Site analytics and detailed reporting on usage o Data analytics dashboard with up to five customized graphs to provide high-level insights o Infrastructure powered by Heroku (which runs on top of Amazon AWS), a reliable, secure and scalable service that automatically handles: 1 operating system upgrades, kernel patches, and infrastructure software (e.g. Apache, PostGIS ssh, OpenSSL) updates to fix security vulnerabilities; 2. instant fixes in the case of failure of underlying hardware • Civic Insight will be made available to cover the following city: Fort Worth, TX Integration Services • The one time integration fee (detailed in the "Fees" section below) which covers the integration of the Civic Insight application with the following data management system: o Socrata Open Data Portal Technical Support Services • Civic Industries will provide up to 40 hours per year via phone and email to answer questions or provide support necessary to keep the Services operable. Initial Subscription Term • One year, commencing upon the go -live date, which will be mutually agreed upon by Customer and Civic Industries. • After the initial subscription term, Civic Industries will cease providing the Service and Customer may not continue to use the Service unless Customer purchases an annual subscription to the Service. Fees • As part of a promotion made possible by Accela, Inc., this Agreement is entered into at no cost to Customer and all regular fees associated with the first year of service will not be charged to Customer (Accela is paying these fees on Customer's behalf) which include the following fees: o The initial subscription term of the Civic Insight product; o The one-time integration between Civic Insight and Customer's Accela solution; and o Standard technical support services. Agreement Between Civic Industries, LLC and City of Fort Worth 2 of 8 Execution Copy 8/7/14 • Any additional fees or costs for services requested by Customer to be provided by Civic Industries in addition to or in excess of the services specified above will be negotiated between Customer and Civic Industries (prior to the performance of such services) and will be set forth in a new agreement and/or purchase order. Agreement Between Civic Industries, LLC and City of Fort Worth 3 of 8 Execution Copy 8/7/14 Exhibit B Civic Insight Terms and Conditions 1. Subscription Service. Subject to the terms and conditions of the Agreement, Civic Industries will make the Service available to Customer and its users on a hosted basis during the Term. Civic Industries may update the functionality and user interface of the Service from time to time in its sole discretion as part of its continuing efforts to improve the Service; however, any update will be implemented so as to minimize any disruptions to the Customer's service. 2. Restrictions. Customer will not: (a) copy, modify, or reverse engineer all or any part of the Service or (b) upload or transmit to or through the Service any customer data, information or any other material that contains viruses, malicious code or is intended to damage or interfere with the Service. 3. Integration Services and Technical Support. Civic Industries will use commercially reasonable efforts to perform the integration and technical support services described in the Scope of Services. 4. Term. This Agreement will commence on the Effective Date and will last for the duration of the initial subscription term set forth in the Order Form, unless earlier terminated pursuant to Section 8 ("Term") The Term and this Agreement may be renewed only with the mutual consent of the parties along with the written approval of Customer of the purchase of the Service. 5. Fees and Payment Term. Customer will pay Civic Industries the fees (if any) as set forth in the Order Form ("Fees"). Payment of any invoice is due within thirty (30) days from the receipt of invoice unless otherwise agreed by the parties. 6. Proprietary Rights 6.1 Customer Materials. Customer grants Civic Industries a limited, royalty -free, non-exclusive license to use the data, materials and information that it provides (or has provided) to Civic Industries ("Customer Materials") for the purposes of performing the Services and improving its products and services and developing and creating new products and services. Subject to the foregoing, Customer owns and will retain all right, title and interest (including all intellectual property rights) in and to any Customer Materials. 6.2 Civic Industries Rights. Except for the limited right to access and use the Service during the Term as expressly granted to Customer in this Agreement, Civic Industries owns and will retain all right, title and interest (including all intellectual property rights) in and to the Service and any data and information generated through use of the Service. Any rights not expressly granted herein are reserved by Civic Industries. In addition, if Customer makes any suggestions, enhancement requests, or recommendations, or provides any other feedback relating to the Service, then Civic Industries will have the right to freely use and otherwise exploit such feedback in connection with the Service and Civic Industries' other products and services without restriction. 6.3 Use of Customer's Logo. The Customer's logo is trademarked and may be used by Civic Industries only pursuant to this Agreement Customer hereby grants to Civic Industries, during the Term, a non-exclusive, non -transferable license to display the Customer's name and logo designated by Customer in providing design and hosting services pursuant to this Agreement. Civic Industries will use such Customer logo in accordance with Customer's then -current logo usage guidelines, if any, provided by Customer to Civic Industries from time to time during the Term. Agreement Between Civic Industries, LLC and City of Fort Worth Execution Copy 8/7/14 7. Service Terms 7.1 Terms of Use and Privacy Policy. Customer agrees that access to and use of the Services by its users is subject to Civic Industries' privacy policy and terms of use set forth on the Civic Industries website. 7.2 Customer Data Management Systems. Customer acknowledges that it is Customer's responsibility to maintain and operate (or have maintained and operated) the Customer data management systems. As between the parties, Customer will be responsible for all costs or expenses that are incurred to maintain and operate Customer's data management systems. 8. Suspension, Termination, Dispute Resolution 8.1 Termination for Convenience. The Customer may terminate this Agreement at any time and for any reason during the Initial Term, by providing Civic Industries with 30 days' written notice of termination. 8.2 Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to correct such breach within thirty (30) days following written notice specifying such breach. 8.3 Effect of Termination. Upon the expiration or earlier termination of this Agreement, all rights and licenses granted to Customer hereunder will terminate, Customer will cease all use of and access to the Service. Either party's termination of this Agreement will be without prejudice to any other remedies that it may have at law or in equity, and will not relieve either party of liability arising prior to the effective date of termination. Sections 6, 0, Error! Reference source not found., 10.4, 11 and 12 will survive any expiration or termination of this Agreement. 9. LIABILITY AND INDEMNIFICATION. 9.1 LIABILITY - CIVIC INDUSTRIES 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 CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES IN PROVIDING THE SERVICE. 9.2 INDEMNIFICATION - CIVIC INDUSTRIES HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CUSTOMER, 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 CIVIC INDUSTRIES'S BUSINESS AND ANY RESULTING 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 CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CIVIC INDUSTRIES, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES IN PROVIDING THE SERVICE. 9.3 COPYRIGHT INFRINGEMENT - Civic Industries agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the Customer for infringement of any United States patent, copyright, trade secret, or similar property right arising from Customer's use of the hosted software and/or documentation in accordance with 4of8 this agreement. Civic Industries 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, and Customer agrees to cooperate with it in doing so. Customer agrees to give Civic Industries timely written notice of any such claim or action, with copies of all papers Customer may receive relating thereto. 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, Civic Industries shall, at its own expense and as Customer's sole remedy either: (a) procure for Customer 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 Customer'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 Customer; or (d) if none of the foregoing alternatives is reasonably available to Civic Industries, terminate this agreement. 10. Warranties 10.1 Service Warranty. Civic Industries warrants that the Services will be functional and available for access and use by Customer and its users during the Term. Customer's sole and exclusive remedy for Civic Industries' breach of this warranty will be to have Civic Industries use commercially reasonable efforts to repair the Service to achieve the functionality described in the Scope of Services, provided that if Civic Industries is unable to restore any material functionality within thirty (30) days of Customer's notification of the problem, Customer may terminate the Agreement. Civic Industries will have no obligation with respect to a warranty claim unless notified of such claim within thirty (30) days of the first instance of the applicable problem. The warranties set forth in this Agreement are made to and for the benefit of Customer only. Such warranties will not apply if Customer has used the Service other than in accordance with Civic Industries' instructions, this Agreement and applicable law. 10.2 Integration and Technical Support Services. Civic Industries warrants that the integration and technical support services will be performed in a professional manner in accordance with industry standards. 10.3 No Responsibility for Data Management Systems. Customer acknowledges that the availability of the Services is dependent upon Customer's data management systems and that Civic Industries has no control over the operation or maintenance of such data management systems. Accordingly, Civic Industries will not be responsible, and Civic Industries disclaims any liability, for the loss of any functionality or availability of the Services that is due to Customer's data management systems. 10.4 Disclaimer of Warranties. THE WARRANTIES STATED IN SECTIONS 10.1, AND 10.2 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY CIVIC INDUSTRIES. CIVIC INDUSTRIES MAKES NO, AND EXPRESSLY DISCLAIMS ALL, OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED. 11. Limitation of Liability. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL CIVIC INDUSTRIES' ENTIRE LIABILITY ARISING FROM A BREACH OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. CIVIC Agreement Between Civic Industries, LLC and City of Fort Worth Execution Copy 8/7/14 INDUSTRIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF CIVIC INDUSTRIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12. General Provisions. 12.1 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: City of Fort Worth Attn: Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 With Copy to the City Attorney At same address Civic Industries Attn: Alex Pandel 155 9th St San Francisco, CA 94103 12.2 Assignment. This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by Customer without the prior written consent of Civic Industries. Any attempted assignment other than in accordance with this Section will be null and void. Civic Industries may only assign this Agreement (in whole or in part) with the prior written consent of Customer. Subject to the foregoing, the rights and liabilities of the parties hereto will bind, and inure to the benefit of, the parties and their respective successors and permitted assigns. 12.3 Governing Law. 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. 12.4 Force Majeure. The Customer and Civic Industries shall exercise commercially reasonable 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. 12.5 Insurance. Civic Industries shall provide the Customer with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 12.5.1 Coverage and Limits. (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Worker's Compensation - Statutory limits 5 of 8 Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with 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 $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (c) Professional Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional Liability or E&O. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the Customer. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Contract 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 shall be submitted to the City to evidence coverage. 12.5.2 General Requirements. (a) The commercial general liability and automobile liability policies shall name the City of Fort Worth 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 the City of Fort Worth. (c) 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, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the 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 Agreement Between Civic Industries, LLC and City of Fort Worth Execution Copy 8/7/14 solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the Customer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Civic Industries has obtained all required insurance shall be delivered to the Customer prior to Civic Industries proceeding with any work pursuant to this Agreement 12.6 Disclosure of Conflicts and Confidential Information. 12.6.1 Disclosure of Conflicts. Civic Industries hereby warrants to the Customer that Civic Industries has made full disclosure in writing of any existing or potential conflicts of interest related to Civic Industries' services under this Agreement In the event that any conflicts of interest arise after the Effective Date of this Agreement, Civic Industries hereby agrees immediately to make full disclosure to the Customer in writing. 12.6.2 Confidential Information. Civic Industries, for itself and its officers, agents and employees, agrees that it shall treat all non-public information provided to it by the Customer as confidential and shall not disclose any such information to a third party without the prior written approval of the Customer. 12.6.3 Unauthorized Access. Civic Industries shall store and maintain Customer Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Customer Information in any way. Civic Industries shall notify the Customer immediately if the security or integrity of any Customer information has been compromised or is believed to have been compromised, in which event, Civic Industries shall, in good faith, use all commercially reasonable efforts to cooperate with the Customer in identifying what information has been accessed by unauthorized means and shall fully cooperate with the Customer to protect such information from further unauthorized disclosure. 12.7 Right to Audit. Civic Industries agrees that the Customer 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 of Civic Industries involving transactions relating to this Contract at no additional cost to the Customer. Civic Industries agrees that the Customer shall have access during normal working hours to all necessary Civic Industries facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The Customer shall give Civic Industries reasonable advance notice of intended audits Civic Industries further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the Customer shall, until expiration of three (3) years after final payment of the subcontract, 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 of such subcontractor involving transactions related to the subcontract, and further that Customer 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 6 of 8 compliance with the provisions of this paragraph. Customer shall give subcontractor reasonable notice of intended audits. 12.8 Independent Contractor. It is expressly understood and agreed that Civic Industries 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 the Customer. Subject to and in accordance with the conditions and provisions of this Agreement, Civic Industries 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. Civic Industries acknowledges that the doctrine of respondeat superior shall not apply as between the Customer, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Civic Industries further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Customer and Civic Industries. It is further understood that the Customer shall in no way be considered a Co -employer or a Joint employer of Civic Industries or any officers, agents, servants, employees or subcontractors of Civic Industries. Neither Civic Industries, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the Customer. Civic Industries 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. 12.9 Compliance with Laws, Ordinances, Rules and Regulations. Civic Industries agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the Customer notifies Civic Industries of any violation of such laws, ordinances, rules or regulations, Civic Industries shall immediately desist from and correct the violation. 12.10 Non -Discrimination Covenant. Civic Industries, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Civic Industries' 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 Civic Industries, its personal representatives, assigns, subcontractors or successors in interest, Civic Industries agrees to assume such liability and to indemnify and defend the Customer and hold the Customer harmless from such claim. 12.11 Governmental Powers/Immunities. It is understood and agreed that by execution of this Agreement, the Customer does not waive or surrender any of its governmental powers or immunities. 12.12 No Waiver. The failure of the Customer or Civic Industries 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 Customer's or Civic Industries' respective right to insist upon appropriate performance or to assert any such right on any future occasion. 12.13 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. Agreement Between Civic Industries, LLC and City of Fort Worth Execution Copy 8/7/14 12.14 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 12.15 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 hereto. 12.16 Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 12.17 Entirety of Agreement. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Customer and Civic Industries, 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. 12.18 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. 12.19 Immigration Nationality Act. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Civic Industries shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Civic Industries shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide Customer with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Civic Industries shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Civic Industries shall provide Customer with a certification letter that it has complied with the verification requirements required by this Agreement. Civic Industries shall indemnify Customer from any penalties or liabilities due to violations of this provision. Customer shall have the right to immediately terminate this Agreement for violations of this provision by Civic Industries. 12.20 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 Civic Industries whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C" 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. 7of8 Full Legal Name of Company: EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Civic industries, LLC Legal Address: 155 9th St San Francisco, CA 94103 Services to be provided: Civic Industries' web -based application Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name. Heriberto A Tejeda Posit on:i CEO Signature Name: Alexandra Pandel Position* C Q 0 Signature 3. Name: Position: Signature Signature of President / CEO Other Title: CEO Date: August 11. 2014 Agreement Between Civic Industries, LLC and City of Fort Worth 8 of 8 Execution Copy 8/7/14