Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 57277
FORT NORTH CSC No. 57277 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between FOR THE RECORD (FTR), LTD ("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, Scope of Services or Purchase Order; 3. Exhibit B—Cooperative Agency Contract(e.g.,NJPA, DIR, BuyBoard); 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. If any provisions of the attached documents, conflict with the terms herein, are prohibited by applicable law,conflict with any applicable rule,regulation or ordinance of City,the terms in this Agreement shall control 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 FOUR THOUSAND TWO HUNDRED AND THIRTY-NINE DOLLARS and SEVENTY-SIX CENTS ($4,239.76).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 initial term of this Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on November 20, 2022. City shall be able to renew this agreement for one (1) one-year renewal option 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 For The Record, Ltd. (FTR) Attn: Valerie Washington, Assistant City Hilary Crook, Vice President- Sales Manager 1401 17th Street, Suite#525 200 Texas Street Denver, CO 80202 Fort Worth, TX 76102-6314 hcrookkfortherecord.com Facsimile: (817) 392-8654 Tel: 877-650-0958 Facsimile: N/A With copy to Fort Worth City Attorney's Office at same address 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: - By signing I acknowledge that I am the person By:Valerie Washington(Mar21,202211:57 CDT) responsible for the monitoring and administration Name: Valerie Washington of this contract,including ensuring all performance Title: Assistant City Manager and reporting requirements. APPROVAL RECOMMENDED: By:Shelley Hollars(Mar 15,202208:35 CDT) Name: Shelley Hollars Title: Administrative Services Manager By: William R my a ,202210:31CDT7 APPROVED AS TO FORM AND LEGALITY: Name: William F. Rumuly Title: Municipal Court Services Director ATTEST: By: Nico AriaS(N1a[21,202208:31 CDT) Name: Nico Arias Title: Assistant City Attorney Tgnnette S. Goo�%ll By: Jannette S.Goodall(Mar 21,2022 12:01 CDT) CONTRACT AUTHORIZATION: Name: Jannette S. Goodall d4�ann NI&C: N/A a �� Title: City Secretary p;F.00 00 0 Pvo o 0=d % o° d 0 d VENDOR: Qa°°°°°°°°°°°0° *p �nFXA54�Q' For The'^Rr`/ecord(FTR,Ltd.) By:Hilary Engllsh rMar14,202217:15CDT) OFFICIAL RECORD Name: Hilary Crook CITY SECRETARY Title: Vice President- Sales FT. WORTH, TX Exhibit A ORDER FORM For The Record 140117th Street, Suite 525 Denver, CO 80202 Order Details Product Product Code Unit Type Unit Price Qty Discount Total Price FTR Premium Support PWS60699GS10ZN Annual Support $605.68 7.00 $4,239.760 Subtotal: $4,239.760 $4,239.760 Estimated Freight QUOTE TOTAL: $4,239.760 *If this Order Form is executed and/or returned to FTR Limited('ForTheRecord') by Client after the Order Start Date above,ForTheRecord may adjust these terms,without increasing the Total Price,based on the date ForTheRecord activates the products above.Following activation,any adjustments to these terms may be confirmed by reference to the order confirmation email sent by ForTheRecord to the Billing Email Address above,and/or by contacting accounts@fortherecord.com. +The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes.As many as eight decimal places may be present in the actual price.The totals for this order were calculated using the actual price,rather than the Monthly/Unit Price displayed above,and are the true and binding totals for this order. Prices shown above do not include any taxes that apply.Any such taxes that are the responsibility of ForTheRecord will be calculated upon invoicing.This is not an invoice. FTR may,upon no less than sixty(60)days prior to the anniversary of the Effective Date,increase its pricing set forth herein by the lesser of:(i)five percent(5%),or(ii)the annual percentage increased in the Consumer Price Index,published by the U.S.Department of Labor's Bureau of Labor Statistics,based on the U.S.City Average for All Urban Consumers and All Items for the published previous twelve(12)months. QUO-09332-Y9V6D 1/26/2022 Jacob Kimminau Page 2 of 10 GENERAL SERVICES ADMINISTRATION FEDERAL SUPPLY SERVICE AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST On-line access to contract ordering information,terms and conditions,up-to-date pricing,and the option to create an electronic delivery order are available through GSA Advantage!,a menu-driven database system. The INTERNET address GSA Advantage!is: GSAAdvantage.gov. 4k4- -.z For The Record SCHEDULE TITLE MULTIPLE AWARD SCHEDULE CONTRACT NUMBER: GS-35F-0107P For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov. CONTRACT PERIOD: NOVEMBER 21,2018—NOVEMBER 20,2023 PRICELIST CURRENT THRU MOD#PA-0079 EFFECTIVE 11/08/2021 CONTRACTOR: FTR,LTD. 1875 LAWRENCE STREET, SUITE 620 DENVER, CO 80202 Point of Contact: Shelli Jarrett e-mail: sjarrett(ajortherecord.com Tel: 323-828-3331 Web: www.fortherecord.com Business Size: Small Prices Shown Herein are Net (discount deducted) CUSTOMER INFORMATION la Awarded SIN(s): 33411 Purchasing of New Electronics Equipment 511210 Software Licenses 54151 Software Maintenance Services 611420 Information Technology Training 811212 Maintenance of Equipment,Repair Services and/or Repair/Spare Parts OLM Order Level Materials lb Lowest Priced Item: See Pricelist lc Hourly Rates& Labor Not Applicable Category Descriptions: 2 Maximum Order: SIN 33411, 511210,54151 and 811212- $500,000; SIN 611420 and OLM- $250,000 3 Minimum Order: $100 4 Geographic Coverage: Domestic 5 Point of Production: Denver,CO 6 Discount: Government Net Prices (discounts already deducted.) 7 Quantity Discounts: None 8 Prompt Payment Net 30 Days Terms: Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. 9 Foreign Items: N/A 10 Time of Delivery: a.Normal: 45 days ARO b.Expedited Contact Contractor(FTR cannot predict the immediate availability of any item offered herein.However,any ordering activity request for expedited service will be given immediate consideration and handled on a case-by- case basis.) c.Overnight& 2-day Contact Contractor delivery d.Urgent Contact Contractor Requirements 11 FOB Point(s): Destination 12a Ordering Address: Same as Contractor address 12b Ordering procedures: For supplies and services,the ordering procedures,information on Blanket Purchase Agreements (BPA's), are found in Federal Acquisition Regulation (FAR) 8.405-3. 13 Payment Address: Same as Contractor address 14 Warranty Provision: FTR warrants that for a period of ninety(90)days from the date of acceptance by ordering agency of For Fee Software,the media on which such For Fee Software was delivered shall be without defects in materials or workmanship.FTR agrees to replace any defective For Fee Software media which is returned to FTR within the foregoing ninety(90)day period. 15 Export packing charges,if applicable: N/A 16 Terms and conditions of rental, maintenance, and repair(if applicable): N/A 17 Terms and conditions of installation (if applicable). N/A 18a Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices(if applicable). N/A 18b Terms and conditions for any other services(if applicable). N/A 19 List of service and distribution points(if applicable): N/A 20 List of participating dealers(if applicable): N/A 21 Preventive maintenance (if applicable): N/A 22a Special attributes such as environmental attributes(e.g., recycled content,energy efficiency, and/or reduced pollutants): N/A 22b Section 508 Compliance for EIT: Section 508 compliance information on the supplies and services in this contract are available at the following website address(URL): http:Hcommunity.fortherecord.com/index.php?/files/file/1149-voluntM-product-accessibili . -template- gold-56/The EIT standard can be found at: www.Section5o8.gov/. 23 DUNS Number: 929236511 24 Notification regarding Contractor has an Active Registration in the SAM database. registration in SAM database: GSA PRICING Item Description Part Num (With IFF) SIN 511210 (Software) FTR Gold 7.0 incl Reporter,Log Notes,Player&Manager) FTR Gold Recording Suite 7.0 PSPOO199G720E $ 2,714.59 FTR Gold Recording Suite 7.0 Backup License PSPOO199G720E $ 0.0 FTR Gold 7.0 Annotation Suite FTR Gold 7.0 Annotation Suite PSPOO199GA720E $ 130.61 FTR Gold 7.0 Monitoring Suite FTR Gold 7.0 Monitor PSP00199GM720E $ 1407.05 FTR Gold 7.0 Subscription FTR Gold 7.0 Subscription PSSPOOIGR700E1 $ 1,267.02/ e FTR Gold Recording Suite 6.0 FTR Gold Recording Suite 6.0 Client Access License PSP-00199-GR60-OE $ 2,711.49 FTR Gold Recording Suite 6.0 Backup License PSP-00199-BU60-OE $ 0.00 FTR Gold 6.0 Annotation Suite FTR Gold 6.0 Annotation Suite Client Access License PSP-00199-GA60-OE $ 130.61 FTR Gold 6.0 Monitoring Suite FTR Gold 6.0 Monitor Client Access License PSP-00199-GM60-OE $ 1407.05 FTR Interrogator v5.6 Client Access License PSP-00199-LE-560E $ 2,374.86 SIN 33411 (Hardware) FTR Touch Single Unit Only(up to 8-ch recording,depending on mixer) PHP-90667-TC20-ZU $ 3,824.89 Touch Version 2020.01 Unit Only) PHP90668TC20ZU $ 3,824.89 Touch Version 2020.01 w/Motu 8 re ES Mixer PHP1388TCIOZU $ 41554.26 Touch Version 2020.01 w/Motu 4 re Mixer PHP 1344TC 1 OZU $ 4,429.22 Motu 8 re ES Mixer PHP90689MTIOZE $ 822.07 Motu 4 re Mixer PHP90644MTIOZE $ 453.40 USB/Serial Clock PHP-02899-HZ10-ZN $ 419.65 54151 (Support) Standard Support PWS-60699-GS10-ZN $ 605.68 Exhibit B ORDER FORM For The Record 140117th Street, Suite 525 Denver, CO 80202 This For The Record Master Software Service Agreement Order Form(the"Initial Order Form")is by and between FTR Limited("For The Record"or"FTR")and the entity listed as Client below("Client').This Initial Order Form is governed by the Master Service Terms and Conditions attached hereto(the"Service Terms").All capitalized terms not defined herein have the meaning given to them in the Service Terms.The parties cause this Initial Order Form to be executed by their authorized representatives as of the Effective Date set forth below("Effective Date"). In the event of any conflict between this Initial Order Form and the Service Terms,the terms set forth in this Initial Order Form will prevail,but solely with respect to this Initial Order Form. Client Information Client: Fort Worth Municipal Court Reference Number: QUO-09332-Y9V6D Offer Valid For: 60 days from 1/26/22 Proposed by: Jacob Kimminau Address Information Bill To: Deliver To: Fort Worth Municipal Court Fort Worth Municipal Court 1000 Throckmorton St. 1000 Throckmorton St. Fort Worth Texas,76102 Fort Worth Texas,76102 United States United States Key Terms Order Start Date*: Payment Method:ACH Order End Date*: Billing Method:Email Billing Frequency:Annually unless otherwise stated Note:Order Start Date only applies to orders involving subscription or support contracts. Additional Comments: GSA:GS35FO107P Duns:929236511 QUO-09332-Y9V6D 1/26/2022 Jacob Kimminau Page 1 of 10 ORDER FORM For The Record 140117th Street, Suite 525 Denver, CO 80202 Order Details Product Product Code Unit Type Unit Price Qty Discount Total Price FTR Premium Support PWS60699GS10ZN Annual Support $605.68 7.00 $4,239.760 Subtotal: $4,239.760 $4,239.760 Estimated Freight QUOTE TOTAL: $4,239.760 *If this Order Form is executed and/or returned to FTR Limited('ForTheRecord') by Client after the Order Start Date above,ForTheRecord may adjust these terms,without increasing the Total Price,based on the date ForTheRecord activates the products above.Following activation,any adjustments to these terms may be confirmed by reference to the order confirmation email sent by ForTheRecord to the Billing Email Address above,and/or by contacting accounts@fortherecord.com. +The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes.As many as eight decimal places may be present in the actual price.The totals for this order were calculated using the actual price,rather than the Monthly/Unit Price displayed above,and are the true and binding totals for this order. Prices shown above do not include any taxes that apply.Any such taxes that are the responsibility of ForTheRecord will be calculated upon invoicing.This is not an invoice. FTR may,upon no less than sixty(60)days prior to the anniversary of the Effective Date,increase its pricing set forth herein by the lesser of:(i)five percent(5%),or(ii)the annual percentage increased in the Consumer Price Index,published by the U.S.Department of Labor's Bureau of Labor Statistics,based on the U.S.City Average for All Urban Consumers and All Items for the published previous twelve(12)months. QUO-09332-Y9V6D 1/26/2022 Jacob Kimminau Page 2 of 10 ORDER FORM For The Record 140117th Street, Suite 525 Denver, CO 80202 Purchase Order Information Is a Purchase Order(PO)required for the purchase or payment of the products on this Order Form? If Yes,please check here: ❑ and complete the following: PO Number: PO Amount: Acceptance&Confirmation Upon signature by Client and submission to ForTheRecord this Order Form shall become legally binding and governed by the For The Record Master Services Agreement between ForTheRecord and the Client,unless this Order Form is rejected by ForTheRecord.ForTheRecord may reject this Order Form if:(1)the signatory below does not have the authority to bind Customer to this Order Form,(2)changes have been made to this Order Form(other than completion of the purchase order information and the signature block),or(3)the requested purchase order information or signature is incomplete or does not match our records or the rest of this Order Form.Subscriptions are non-cancelable before their Order End Date. Client: Fort Worth Municipal Court Signature: Name: Business Title: Effective Date: ForTheRecord Signature: Name: Business Title: Effective Date: Confidential and proprietary.©Copyright 2020.ForTheRecord.All rights reserved.Version 3(April 2020) QUO-09332-Y9V6D 1/26/2022 Jacob Kimminau Page 3 of 10 MASTER SERVICE TERMS AND CONDITIONS 1. DEFINITIONS. As used in this Agreement: applicable term of the Order Form, access and use the SaaS 1.1 "Confidential Information" means all Services, and(ii) install, execute and use the Software for the information regarding a party's business, including, without term set forth in the applicable Order Form, in each case, in limitation, technical, marketing, financial, contracts, licenses, accordance with the applicable Documentation and solely for operations, employee, planning, and other confidential or Client's internal business purposes (not for further resale and proprietary information,disclosed under this Agreement,that is distribution). Client may also request one (1) copy of the clearly identified as confidential or proprietary at the time of Software for back-up, disaster recovery or archival purposes disclosure or that the receiving party knew or should have only. known, under the circumstances, was considered confidential 2.2 Support. FTR will(i)provide Client with access or proprietary. With respect to FTR, reasonably subject to to any bug fixes, hot patches and error corrections that FTR protection under applicable law, Confidential Information generally releases to other customers of the FTR Offerings,(ii) includes the source code, structure and logic of the FTR use commercially reasonable endeavors to provide the SaaS Offerings and any information derived from or concerning the Services, and (iii) provide Premium Support as set forth on FTR Offerings, the Documentation and the terms of this Exhibit A when Premium Support is noted on an executed Agreement. With respect to the Client, Confidential Order Form. Information means any information that the Client is required 2.3 Updates and Modifications. Client by law to keep confidential("Confidential Client Data"). acknowledges and agrees that FTR may, from time to time, 1.2 "Client Data" means any documents, data, or make certain updates and modifications to the FTR Offerings; information contained in any document,recording,template or provided, that,FTR shall not,during the term of any applicable other similar file submitted by Client through the FTR Order Form, remove or substantially degrade, any material Offerings or provided by Client to FTR as part of the FTR feature or function of the applicable FTR Offerings. Offerings. 3. IMPLEMENTATION AND TRAINING.From time to time,the 1.3 "Documentation" means any user manuals, parties may enter into written work orders that reference this handbooks,and online materials provided by FTR to Client that Agreement(each, a "Statement of Work"), describing certain describe the features, functionality or operation of the FTR configuration, implementation,training and other professional Offerings. services to be provided by FTR ("Professional Services"). 1.4 "FTR Offerings"means the SaaS Services and/or FTR will perform the Professional Services in a professional Software to be provided by FTR to Client in accordance with and workmanlike manner. Client agrees to perform any of its the terms herein. obligations set forth in any Statement of Work, and will reasonably cooperate with FTR in the performance of the 1.5 "Order Form"means any written order executed Professional Services, including,without limitation,providing by both parties identify the software and services to be made all information and personnel reasonably requested by FTR in available by FTR, substantially in the form of the initial order the performance of the Professional Services. In addition, attached hereto. Client will provide any required consents in a timely manner. 1.6 "Performance Data" means any log files, 4. RESTRICTIONS.Client will not,and will not permit any end metadata and other technical performance data automatically user of the FTR Offerings to: (a) use the FTR Offerings to generated by the FTR Offerings relating to the use, harvest, collect, gather or assemble information or data performance, efficacy, reliability and/or accuracy of the FTR regarding any third parties without their consent; (b) reverse Offerings. engineer,disassemble or decompile any component of the FTR 1.7 "Premium Support' means FTR's Premium Offerings; (c) sublicense any of Client's rights under this Agreement,or otherwise use the FTR Offerings for the benefit Support offering as further described on Exhibit A. of a third party or to operate a service bureau;(d)modify,copy 1.8 "SaaS Service" means any hosted service to be or make derivative works based on any part of the FTR provided by FTR to Client in accordance with the terms herein. Offering; or(e) otherwise use the FTR Service in any manner 1.9 "Software" means the client-side software that exceeds the scope of use permitted under Section 2.1. application(s) to be provided by FTR to Client in accordance 5. FEES AND PAYMENT. with the terms herein. 1.10"Storage Services" means FTR's SaaS Service 5.1 Fees. Client will pay the fees set forth on the applicable Order Form("Fees"). that enables the storage of digital recordings, transcripts and metadata. 5.2 Payments. Other than Fees pertaining to 2. FTR OFFERINGS Professional Services,all Fees are due and payable in advance. 2.1 License to FTR Offerings. Subject to the terms Client will pay FTR all amounts due under this Agreement and conditions of this Agreement,FTR hereby grants to Client Within thirty (30) days after the date of the invoice therefor. Any amount that is not paid when due will accrue interest at one a non-sublicensable, non-transferable (except as provided in and one half percent (1.5%) per month or the maximum rate Section 15.6),non-exclusive right and license to:(i)during the ForneRecord Master Service Terms&Conditions I v.5.1 May 2020 Page 4 of 10 permitted by applicable law, whichever is less, from the due Agreement, the receiving party will return to the disclosing date until paid. party or destroy all copies of the Confidential Information. The restrictions on use and disclosure of Confidential Information 5.3 Taxes. Client (if Client does not provide tax- set forth above will not apply to any Confidential Information exempt certificate)will be responsible for payment of all taxes which(a)is or becomes a part of the public domain through no (other than taxes based on FTR's income), fees, duties, and act or omission of the receiving party,(b)was in the receiving other governmental charges, and any related penalties and parry's lawful possession prior to the disclosure, as shown by interest, arising from the payment of Fees to FTR under this the receiving parry's competent written records, or (c) is Agreement or the provision of the FTR Technology to Client. independently developed by the receiving party. The receiving Client will make all payments of Fees to FTR free and clear of, party may disclose Confidential Information to the extent that and without reduction for, any withholding taxes; any such such disclosure is required by law or by the order of a court or taxes imposed on payments of Fees to FTR will be Client's sole similar judicial or administrative body. responsibility, and Client will provide FTR with official 7. DATA SECURITY. FTR will implement and maintain receipts issued by the appropriate taxing authority,or such other throughout the term of this Agreement, commercially evidence as the FTR may reasonably request,to establish that reasonable administrative, physical and technical safeguards such taxes have been paid. designed to protect any Client Data collected by the SaaS 5.4 Records; Audit. During the term of this Services against accidental loss and unauthorized access, Agreement,and for at least three(3)years after its expiration or disclosure and use. Unless otherwise agreed by Client, all termination ("Records Term"), Client will maintain at its Client Data will be processed in the United States. In the event FTR becomes aware of any accidental loss or unauthorized principal place of business complete and accurate records with access,disclosure or use of any Confidential Client Data that is respect to Client's activities pursuant to this Agreement, personal data or personally identifiable information as defined including the number of courtrooms in which the FTR tinder laws applicable to the FTR Offerings (a "Security Offerings were used/deployed,the FTR Offerings used in each Incident"),FTR will(i)promptly notify Client of such Security courtroom and all other data reasonably needed for verification Incident, and (ii) provide Client with a description of the of amounts to be paid to FTR under this Agreement. During Security Incident, including, to the extent known to FTR, the the Records Term, FTR will have the right, during normal nature of the information compromised, along with regular business hours and upon at least ten(10) days prior notice, to updates related thereto, and steps being taken to mitigate the have an independent audit firm selected by FTR and reasonably potential risks associated with such Security Incident. Client is acceptable to Client inspect Client's facilities and audit Client's solely responsible for compliance with incident notification records relating to Client's activities pursuant to this Agreement laws applicable to Client and fulfilling any third party in order to verify that Client has paid to FTR the correct notification obligations related to any Security Incidents. amounts owed under this Agreement and otherwise complied FTR's notification of or response to any Security Incident under with the terms of this Agreement. The audit will be conducted this Section 7 will not be construed as an acknowledgement by at FTR's expense, unless the audit reveals that Client has FTR of any fault or liability with respect to the Security underpaid the amounts owed to FTR by five percent (5/o) or Incident. more during the audited period, in which case Client will reimburse FTR for all reasonable costs and expenses incurred 8. OWNERsuw. by FTR in connection with such audit. Client will promptly pay 8.1 FTR System and Technology. Client to FTR any amounts shown by any such audit to be owing plus acknowledges that FTR retains all right,title and interest in and interest as provided in the subsection titled Payments. Such to the FTR Offerings, Performance Data and all software and audits will be conducted no more than once in any period of all FTR proprietary information and technology used by FTR twelve consecutive months. Any confidential or proprietary or provided to Client in connection with the FTR Offerings(the information of Client disclosed to FTR or the independent "FTR Technology"),and that the FTR Technology is protected accounting firm in the course of the audit will be deemed the by intellectual property rights owned by or licensed to FTR. Confidential Information of Client, and any independent Other than as expressly set forth in this Agreement,no license auditing firm will agree to be bound by confidentiality terms at or other rights in the FTR Technology are granted to the Client. least as protective as those set forth in the section titled Confidentiality. 8.2 Client Data. Client retains all right, title and 6. CONFIDENTIAL INFORMATION. The receiving party interest in and to the Client Data. Client hereby grants to FTR agrees that it will not use or disclose to any third party any a non-exclusive,royalty-free and fully paid license to use Client Confidential Information of the disclosingData for the purpose of providing the FTR Offerings and party, except Professional Services.In addition,Client hereby grants to FTR expressly permitted under this Agreement. The receiving party will limit access to the Confidential Information to those who a non-exclusive, royalty-free, fully-paid, irrevocable and perpetual right and license to use Client Data (i) on an have a need to know such information to use or provide the FTR aggregated and de-identified basis,and(ii)collected from,or in Service. The receiving party will protect the disclosing party's connection with, public courtroom proceedings, in each case, Confidential Information from unauthorized use, access, or for the purpose of testing, product maintenance, support, disclosure in a reasonable manner. Upon termination of this ForTheRecord Master Service Terms&Conditions I v.5.1 May 2020 Page 5 of 10 development and improvement of FTR's products and services. will be solely responsible for specifying which items of Client Further and without limiting the foregoing, Client Data will be backed up by the Storage Services.FTR will have acknowledges and agrees that FTR may be collecting personal no liability for any failures by Client to backup any Client Data information from users and data subjects of the FTR Offerings that was not required to be backed up in connection with the in connection with its privacy policy available at: Storage Services. https://www.fortherecord.com/l)rivacy , as may be updated by FTR from time to time. FTR will not otherwise knowingly use 9.5 Recording Responsibility. Client acknowledges or access any Client Data unless authorized to do so by Client. and agrees that Client is responsible for starting and stopping 8.3 Performance Data. FTR shall have the right to all recordings, including audio and visual recordings, to be collect and analyze Performance Data, and FTR will be free created in connection with the FTR Offerings. FTR will have (during and after the term of this Agreement) to use such no liability for any failures or omissions of Client or its Performance Data for any legal purpose;provided, that, such personnel,to start or stop any recordings. use does not reveal the identify of Client or any judge,attorney, witness,litigant or other courtroom personnel. 10. TERM AND TERMINATION 8.4 Feedback. Client hereby grants FTR a royalty- 10.1Tcrm. Unless earlier terminated pursuant to the free, worldwide, transferable, sublicenseable, irrevocable, subsection titled Termination,the term of this Agreement shall perpetual license to use or incorporate into the FTR Service any commence as of the Effective Date and shall continue for period suggestions, enhancement requests,recommendations or other of three(3)years(the"Term");provided,however,that at the feedback provided by Client, including Users, relating to the end of such initial term and any extension or renewal thereof, FTR Service. FTR shall not identify Client as the source of any the Term shall be renewed for an additional one(1)year period such feedback. unless a party provides,at least ninety(90)days prior to the end 9. CLIENT'S OTHER OBLIGATIONS of the initial term or any renewal thereof,written notice that it does not intent to extend the term or otherwise terminated the 9.1 Compliance with Laws. Client will at all times e-File Agreement in accordance with this Section 10. comply with all laws and regulations applicable to its use of the FTR Offerings, including providing any notices and/or 10.2 Termination. collecting any consents necessary to record any individual's name, statement(s),recording(s),likeness,image,biographical (a) For Breach. Either party (the "Non- information or other personal information in connection with breaching Party") may terminate this Agreement, effective the FTR Offerings. immediately upon written notice to the other party (the "Breaching Party"),if the Breaching Party materially breaches 9.2 Account and Passwords. Client will be solely any provision of this Agreement and does not substantially cure responsible for(i)maintaining the confidentiality and security the breach within sixty (60)days after receiving written notice of all user name(s),password(s)and other access credential(s) thereof from the Non-breaching Party. used by Client to access its FTR Offerings account ("Account'),and(ii)any unauthorized use of Client's Account (b) Changes in Law. If the obligations (except to the extent caused by FTR's willful misconduct or imposed upon either party under this Agreement are materially negligence). In the event of any unauthorized use of Client's changed, or are made illegal, pursuant to a statute or court Account,Client will promptly notify FTR and take any actions mandate (including, without limitation, local court rules and reasonably requested by FTR in connection with such state Supreme court rules and administrative orders), then the unauthorized access. parties shall work together in good faith to incorporate such changes into this Agreement in a commercially reasonable 9.3 Equipment and Facilities. Except to the extent manner. In the event the parties cannot reach agreement with expressly undertaken by FTR as part of its Professional respect to such changes within fourteen(14) days, then either Services under a Statement of Work, Client is solely party may terminate this Agreement upon ten(10)days written responsible for providing,installing and maintaining,at its sole notice to the other party. cost and expense, all equipment, hardware, peripherals, facilities,software and services necessary for Client's access to 10.3Effects of Termination. Upon termination or and use of the FTR Offerings,including without limitation,all expiration of this Agreement for any reason,any amounts owed cameras,recorders,mixers and microphones as may be required to FTR under this Agreement before such termination or to use the FTR Offerings in accordance with the terms herein. expiration will be immediately due and payable, (excluding with respect to perpetual Software licenses) all licensed rights 9.4 Client Backups. Unless Client has an active granted in this Agreement will immediately cease to exist,and subscription to the Storage Services,FTR has no obligation to Client must promptly discontinue further use of the FTR store any Client Data and Client shall be solely responsible for Offerings, and Client must return to FTR any copies of the creating and maintaining backups of Client Data. In the event Documentation that the Client is not entitled to keep pursuant Client has an active subscription to the Storage Services,Client ForTheRecord Master Service Terms&Conditions I v.5.1 May 2020 Page 6 of 10 to this subsection and certify to FTR in writing signed by an of an infringement claim,FTR may,at its option and expense, officer of Client that it has fully complied with the foregoing. either(a)procure for Client the right to continue exercising the rights licensed to Client in this Agreement; (b)replace or 10AAccess to Data. For a period of thirty(30)days modify the FTR Technology so that it becomes non-infringing after the termination/expiration of this Agreement,Client shall and remains functionally equivalent;or(c)refund to Client any have the right to download, in a format supported by FTR, payments of prepaid Fees made by Client to FTR pursuant to electronic versions of the Client Data that are available in the the subsection titled Fees and Payment(to the extent that such SaaS Services.At the end of such ninety(90)day period,FTR payments have not been recouped through credits against shall have no further obligation to host any Client Data. accrued Fees),and terminate this Agreement by written notice 10.5Survival. Sections and subsections titled to Client, in accordance with the subsection titled Notices. Notwithstanding the foregoing, FTR will have no obligation Definitions, Restrictions, Ownership, Fees and Payment, under this subsection or otherwise with respect to any Confidential Information, Warranties; Disclaimer, infringement claim based upon (w) any unauthorized use or Indemnification, Limitation of Liability, Effects of distribution of the FTR Technology by Client or any of its Termination,Access to Data,Survival,and General Provisions personnel;(x)any use of the FTR Technology in combination will survive expiration or termination of this Agreement for any with other products,equipment, software, or data not supplied reason. by FTR or authorized by FTR in writing; (y) any use, 11. WARRANTY;DISCLAIMER. reproduction, or distribution of any release of the FTR Technology other than the most current release made available 11.1Limited Warranty. FTR warrants that when to Client; or (z) any modification of the FTR Technology by used as permitted by FTR and in accordance with the any person other than FTR or its authorized agents or Documentation(i)during the term of this Agreement,the SaaS contractors. This subsection states FTR's entire liability and Service,and(ii)for a period of ninety (90)days from the date Client's sole and exclusive remedy for infringement claims and of delivery,the Software,in each case will operate as described actions. in the Documentation in all material respects.If Client notifies FTR of any breach of the foregoing warranty, FTR shall, as 12.2Procedure. As a condition of FTR's performance Client's sole and exclusive remedy,use commercial reasonable of its indemnification obligations hereunder, Client must (a) efforts to repair or replace the non-conforming FTR Offering as promptly notify FTR of any third-party claim,suit,or action for quickly as is reasonably possible.Notwithstanding anything to which it is seeking an indemnity hereunder (a "Claim"); the contrary herein,the foregoing warranty will not apply to any provided, that, FTR shall only be relieved of its obligations Software that is made available free of charge. hereunder to the extent any delay by Client materially 11.2Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN prejudices FTR's ability to defend such Claim,and(b)give the SECTION 11.1, AND TO THE MAXIMUM EXTENT PERMITTED BY FTR the sole control over the defense and settlement of such APPLICABLE LAW: (A) THE FTR OFFERING AND Claim;provided that, FTR may not enter into any settlement DOCUMENTATION ARE PROVIDED `AS IS"AND `AS AVAILABLE" that requires Client to admit liability or pay any sum without AND(B)FTR AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, the prior written consent of Client, such consent not to be EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, Unreasonably withheld,delayed or conditioned. INCLUDING, WITHOUT LIMITATION,ANY IMPLIED WARRANTIES 13. LIMITATION OF LIABILITY. EXCEPT AS SET FORTH IN OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION 13, TO THE EXTENT PERMITTED BY LAW, IN NO 11.3Client Data Disclaimer. Client acknowledges EVENT SHALL FTR OR CLIENT BE LIABLE FOR SPECIAL, that FTR does not edit,and cannot verify,the completeness or INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST accuracy of the Client Data or any information therein. FTR PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO has no control over the content of any Client Data made EVENT SHALL FTR's OR CLIENT'S AGGREGATE, CUMULATIVE available through the FTR Offerings, and FTR shall not be LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED responsible for any actual or alleged loss of privilege or other THE AMOUNT OF FEES ACTUALLY RECEIVED BY FTR FROM claimed injury due to disclosure of sealed, confidential or CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE privileged information in any Client Data. CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO PAYMENT, CONFIDENTIALITY AND INDEMNITY OBLIGATIONS. 12. INDEMNIFICATION THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT 12.1 By FTR. FTR will defend at its own expense any BUT FOR SUCH LIMITATIONS. action against Client brought by a third party to the extent that the action is based upon a claim that the FTR Technology infringes any U.S.copyrights or patents or misappropriates any trade secrets,and FTR will pay those costs and damages finally awarded against Client in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.If any FTR Technology becomes, or in FTR's opinion is likely to become,the subject ForneRecord Master Service Terms&Conditions I v.5.1 May 2020 Page 7 of 10 14. INSURANCE.During the term of this Agreement,FTR will 15.7Force Majeure. Any delay in the performance of maintain the following insurance coverage:(a)Comprehensive any duties or obligations of either party will not be considered General Liability (including, without limitation, bodily injury a breach of this Agreement if such delay is caused by any event and property damage) insurance with policy limits of not less beyond the control of such party,including without limitation, than $1,000,000 combined single limit per occurrence and issues arising from bugs or other problems in the software, $2,000,000 in the aggregate, and (b) Worker's Compensation firmware or hardware of a parry's suppliers, outages or issues Insurance in amounts required by applicable law. with upstream providers or network carriers,acts of God,fires, 15. GENERAL PROVISIONS floods, storms, landslides, epidemics, lightning, earthquakes, drought, blight, famine, quarantine, pandemic, epidemic, 15.1Governing Law. This Agreement and any blockade,governmental acts or inaction,orders or injunctions, actions related thereto will be governed by and under the war, insurrection or civil strife, sabotage, explosions, labor Federal laws of the United States of America,and,to the extent strikes, work stoppages, and acts of terror(a"Force Majeure not superseded by such federal laws, the state of Delaware, Event'),provided that such party uses reasonable efforts,under without giving effect to any conflicts of law principles that the circumstances,to notify the other party of the circumstances require the application of a different state. The United Nations causing the delay and to resume performance as soon as Convention on Contracts for the International Sale of Goods possible. does not apply to this Agreement. 15.8Independent Contractors. Client's relationship 15.2Export. Client agrees not to export,reexport,or to FTR is that of an independent contractor,and neither party is transfer,directly or indirectly,any U.S.technical data acquired an agent or partner of the other. Client will not have,and will from FTR, or any products utilizing such data, in violation of not represent to any third party that it has,any authority to act the United States export laws or regulations. on behalf of FTR. 15.3Severability. If any provision of this Agreement 15.9Notices. Each party must deliver all notices or is,for any reason,held to be invalid or unenforceable,the other other communications required or permitted under this provisions of this Agreement will be remain enforceable and Agreement in writing to the other party at the address listed on the invalid or unenforceable provision will be deemed modified the Initial Order Form by courier,by certified or registered mail so that it is valid and enforceable to the maximum extent (postage prepaid and return receipt requested), or by a permitted by law. nationally-recognized express mail service. Notice will be 15AWaiver. Any waiver or failure to enforce any effective upon receipt or refusal of delivery. If delivered by provision of this Agreement on one occasion will not be certified or registered mail,any such notice will be considered to have been given five(5)business days after it was mailed,as deemed a waiver of any other provision or of such provision on evidenced by the postmark. If delivered by courier or express any other occasion. mail service, any such notice will be considered to have been 15.5Remcdies. Except as provided in the sections given on the delivery date reflected by the courier or express titled Indemnification and Limited Warranty,the parties'rights mail service receipt. Each party may change its address for and remedies under this Agreement are cumulative. Client receipt of notice by giving notice of such change to the other acknowledges that the FTR Offerings, and Documentation party. contain valuable trade secrets and proprietary information of 15.10 Counterparts. This Agreement may be FTR, that any actual or threatened breach of the subsections executed in one or more counterparts, each of which will be titled Restrictions, or the section titled Confidentiality or any deemed an original and all of which will be taken together and other breach of its obligations with respect to intellectual deemed to be one instrument. property rights of FTR will constitute immediate, irreparable harm to FTR for which monetary damages would be an 15.11 Entire Agreement. This Agreement is the inadequate remedy, and that injunctive relief is an appropriate final, complete and exclusive agreement of the parties with remedy for such breach. respect to the subject matter hereof and supersedes and merges 15.6No Assignment. Neither party will assign, all prior discussions between the parties with respect to such subcontract,delegate, or otherwise transfer this Agreement,or subject matters. No modification of or amendment to this its rights and obligations herein, without obtaining the prior Agreement,or any waiver of any rights under this Agreement,will be effective unless in writing and signed by Client and CEO written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of of FTR. the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger,acquisition,reorganization or sale of all or substantially all of its assets,or other operation of law,without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. ForneRecord Master Service Terms&Conditions I v.5.1 May 2020 Page 8 of 10 EXHIBIT A PREMIUM SUPPORT 1. DEFINITIONS. The following capitalized terms will have the definitions set forth below: 1.1 "Normal Business Hours" means 4 a.m. to 5 p.m. Pacific Time Monday through Friday excluding federal holidays. 1.2 "Scheduled Downtime"means the total amount of time during any calendar month,measured in minutes,during which Client is not able to access the SaaS Service due to planned system maintenance performed by FTR. FTR will exercise reasonable efforts to perform scheduled system maintenance between the hours of 10 p.m. and 2 a.m.Pacific Time. FTR will provide Client with reasonable prior notice of such Scheduled Downtime. "Update" means a revision to the Software to provide bug fixes, corrections and minor enhancements. Updates are designated by progressing the version number to the right of decimal(e.g.v 1.1 to v 1.2) "Upgrade"means any new version of the Software incorporating major new features and enhancements. Upgrades are designated by progressing the version number to the left of the decimal(e.g.v 1.0 to v 2.0). HELP DESK SUPPORT 2.1 Help Desk. FTR will provide telephone or e-mail support for the FTR Offerings covered under this Premium Support addendum during FTR's Normal Business Hours to assist in identifying and diagnosing problems with the FTR Offerings (such as error messages, bug fixes, basic "how-to" functionality questions, installations, Software Updates and Software Upgrades). All Help Desk calls shall, if necessary, be prioritized according to the severity of a call,as determined by FTR in its discretion.FTR Help Desk hours,time zones,and policies are subject to change at the option of FTR.Help Desk Support does not include Professional Services which shall expressly be undertaken through Statement of Work. 1.2 Contacts. Client shall appoint up to three (3)people as its authorized customer support contacts. Upon acknowledgement by FTR, authorized technical support contacts may contact FTR for support. Authorized technical support contacts must complete training on the operation and maintenance of the FTR Offerings as specified by FTR. Assistance. Client shall promptly advise FTR of any failure with the FTR Offerings to comply with its Documentation in all material respects and shall provide reasonable assistance and cooperation to allow FTR to define and resolve such non-compliance. This includes providing(i)a detailed problem description; (ii)reasonable efforts to reproduce the problem;and(iii)reasonable access to authorized customer support contacts. Remote Diagnostics. Client agrees to allow FTR reasonable remote access to the Software in order to provide the necessary support pursuant to this Premium Support addendum. Remote Diagnostics may include,with Client acceptance, Enterprise Monitoring Service ("EMS"), a SaaS Service included with Premium Support. Any Professional Services required to activate EMS shall be expressly undertaken through Statement of Work. Response and Resolution Times. During Normal Business Hours,FTR will provide an initial response to any support request within eight (8) business hours. Thereafter, FTR will use commercially reasonable efforts to provide a work around and/or permanent fix within two(2)business days.Progress of FTR's efforts may be tracked through its customer portal. Should FTR, in its sole judgment, determines that there is a reproducible error in the Software,it will,at its sole option,provide Client with a fix/workaround,or instruct Client to install a newer version of the Software with that error corrected. A-1 ForlIeRecord Master Service Terms&Conditions I v.5.1 May 2020 Exceptions to Support. FTR will have no obligation under with respect to any errors, defects, delays, downtime or other support issues to the extent caused by: (i) non-compliance by Client with any provision of this Premium Support addendum;(ii)incompatibility of Client's equipment or software with the SaaS Service or Software; (iii) actions or inactions of Client or third parties; (iv) Client's use of the SaaS Service or Software after FTR has advised Client to modify its use of the SaaS Service or Software,if Client did not modify its use as advised;(v)acts or omissions of Client or Client's employees, agents, contractors, or vendors, or anyone gaining access to the SaaS Service by means of Client's passwords or equipment;(vi)performance of Client's systems or the Internet;(vii)any systemic Internet failures;(viii)network unavailability or Client's bandwidth limitations;or(ix)Scheduled Downtime. 2. CLIENT REQUIREMENTS. Client Networks and Support Environment. Client is responsible for maintenance and management of its computer network(s),servers,and software,and any equipment or services related to maintenance and management of the foregoing. Client is responsible for correctly configuring its systems in accordance with any instructions provided by FTR,as may be necessary for provision of access to the features and functions of the SaaS Service and Software. Information related to supported environments may be found in the Documentation at www.fortherecord.com. Client Assistance. Client will reasonably cooperate with FTR with any support request, and provide FTR with such information as reasonably requested by FTR, including, without limitation: (a) a general description of Client's operating environment,(b)a list of all hardware components,operating systems and networks,(c)information necessary for FTR to reproduce the issue, and(d) any log files, trace and system files FTR requests,to assist with troubleshooting the issue.Client acknowledges that any failure to provide this information may prevent or delay FTR in providing support contemplated hereunder,and that FTR will not be responsible for any such delays. Maintenance. FTR will provide Updates to the Software that are commercially released during the Term.All Updates are released in the sole discretion of FTR,and FTR has no obligation to create any Updates.Premium Support does not include the provision of Upgrades. A-2 ForTheRecord Master Service Terms&Conditions I v.5.1 May 2020 Exhibit C—CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law,the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer.Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents.The form is also available at http://www.ethics.state.tx.us/forms/CIo.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the#4 box in all cases. 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. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local GovemmentCode, Date Received by avendorwho has abusiness 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 law this questionnaire must be filedwith the records administrator ofhe local governmental 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 Government Gode.An offense under this section is a misdemeanor. t Name of vendarwho has a business relationship with local governmental entity. Gheckthis 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_) 3 Name of local government officer about whom the information In this section is being disclosed. Name of Officer This section(item 3 including subparts A, B. C, & D) must be completed for each officer with whom the vendor has ar employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additionai 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? F] Yes F7 No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes F-1 No C. Is the filer of this questionnaire employed by a corparatian 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? F7 Yes = No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 Signature of vendor doing business with the governmental entity Date Adapted SM2415