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HomeMy WebLinkAboutContract 57792 City Secretary Contract No. 57792 ¢�Jle Cry FORTWORTH, t� �6/24/22 � S L,e�� VENDOR SERVICES AGREEMENT (Information Technology) This Vendor Services Agreement("Agreement")is made and entered into by and between the City of Fort Worth, a Texas home-rule municipal corporation (the "City" or "Client") and , LexisNexis Risk Solutions FL Inc. ("Vendor"or"Contractor"or"LNRS"). City and Vendor are each individually referred to herein as a"party"and collectively referred to as the"parties."The term"Vendor"shall include Vendor, its officers,agents,employees,representatives,contractors or subcontractors.The term"City"shall include its officers, employees,agents,and representatives. CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This for Vendor Services Agreement; 2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work; 3. Exhibit B—Payment Schedule; 4. Exhibit C—Milestone Acceptance Form; 5. Exhibit D—Network Access Agreement; 6. Exhibit E—Signature Verification Form; and 7. Exhibit F—LNRS Licensing Terms,which includes the following: a. LexisNexis Risk Solutions Government Application&Agreement b. AVCC Addendum c. Lumen Addendum d. Certificate in Lieu of System Administrator All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents,the terms and conditions of this Agreement shall control. Notwithstanding the foregoing, Exhibit F shall take precedence for those provisions which govern the access and use of data from Contractor's public record database. The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents, employees,representatives, servants,contractors or subcontractors. The term"City"shall include its officers,employees, agents, and representatives. 1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide the City with a regional data sharing, investigations, and analytics: Lumen and Accurint Crime Analysis (ACA).Specifically,Vendor will perform all duties outlined and described in the Statement Of Work,which is attached hereto as Exhibit"A"and incorporated herein for all purposes,and further referred to herein as OFFICIAL RECORD Vendor Services Agreement—Technology(Rev. 8/19) CITY SECRETARY Page 1 of 23 FT. WORTH, TX City Secretary Contract No. the"Services."Vendor shall perform the Services in accordance with standards in the industry for the same or similar services.In addition,Vendor shall perform the Services in accordance with all applicable federal, state, and local laws and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire no later than February 28, 2024 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed each year for four(4)years at the City's option,each a"Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 3. Compensation. The City shall pay Vendor an amount not to exceed one hundred and forty- eight thousand dollars($148,000.00)in accordance with the provisions of this Agreement and Exhibit`B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Vendor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice. Vendor may charge interest on late payments not to exceed one percent(1%). 4. Termination. 4.1. Convenience.Either the City or Vendor 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. Breach. If either party commits a material breach of this Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor 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 the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City.LNRS shall be permitted to retain an archive copy of documents for regulatory compliance purposes. 5. Disclosure of Conflicts and Confidential Information. Vendor Services Agreement—Technology(Rev.8/19) Page 2 of 23 City Secretary Contract No. 5.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4. Unauthorized Access.Vendor 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. Vendor shall notify the City promptly of any confirmed data breaches involving City information.Vendor shall,in good faith,use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall cooperate with the City to protect such information from further unauthorized disclosure. Nothing contained herein shall be construed as requiring LNRS to disclose information that is protected by the attorney-client privilege or is otherwise confidential. 6. Right to Audit. 6.1. Vendor agrees that the City shall,until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City.Vendor agrees that the 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. The City shall give Vendor not less than 10 days written notice of any intended audits.City may, ,upon thirty(30)days written notice and having provided a plan for such review to Vendor, review certain Vendor's records regarding Contract compliance records. Such review shall be conducted at a mutually agreed upon time, so as not to disrupt Vendor's business operations. City agrees that any information provided by Vendor: shall only be used for City's internal business purposes. City agrees to abide by Vendor's applicable policies during any such review. Nothing contained herein shall be construed as requiring Vendor to disclose information that is protected by the attorney-client privilege or otherwise confidential. City, consistent with section 5.3 above,will comply with the requirements of the Texas Public Information Act. Vendor Services Agreement—Technology(Rev.8/19) Page 3 of 23 City Secretary Contract No. 6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3) years after final payment of the subcontract,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 City 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 compliance with the provisions of this paragraph.City shall give subcontractor not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein,and not as agent,representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and ornissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City,its officers,agents,servants and employees,and Vendor,its officers,agents,employees,servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor 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. 8. LIABILITY AND INDEMNIFICATION. 8.1. LIABILITY - VENDOR 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 HIND OR CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2. INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS OR LAWSUITS OF ANY HIND OR CHARACTER,WHETHER REAL OR ASSERTED, FOR EITHER TANGIBLE PROPERTY DAMAGE OR LOSS PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS OF VENDOR,ITS OFFICERS,AGENTS,SUBCONTRACTORS,SERVANTS OR EMPLOYEES. 8.3. INTELLECTUAL PROPERTY INFRINGEMENT. 8.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,analyses,applications,methods,ways,and processes(in this Section 8C each Vendor Services Agreement—Technology(Rev.8/19) Page 4 of 23 City Secretary Contract No. individually referred to as a"Deliverable" and collectively as the"Deliverables,") do not infringe upon or violate any patent,copyrights,trademarks,service marks,trade secrets,or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. 8.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright,trademark,service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder,provided that the City's use is in compliance with the LNRS data license. 8.3.3. Vendor agrees to indemnify,defend,settle,or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,City shall have the right to fully participate at its own expense in any and all such settlement, negotiations, or lawsuit as necessary to protect tl►e City's interest, and City agrees to cooperate with Vendor in doing so.In the event City, for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement,the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted,Vendor shall,at its own expense and at its sole discretion and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing,provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor,terminate this Agreement,and refund all amounts prepaid to Vendor by the City. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 9. Assignment and Subcontractiniz. 9.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under Vendor Set-vices Agreement—Technology(Rev. 8/19) Page 5 of 23 City Secretary Contract No. this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract.Notwithstanding the above,Vendor may assign,transfer,or delegate without the prior consent of the City to an affiliate of the Vendor, provided that Vendor provides City with prior written notice of any such assignment. 10. Insurance. 10.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 10.1.1. Commercial General Liability: 10.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 10.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury.Vendor may satisfy Umbrella requirement by providing a Commercial General Liability policy with a limit of not less than$4,000,000 per occurrence and$8,000,000 aggregate. 10.1.1.3. Defense costs shall be outside the limits of liability. 10.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than$1,000,000 per occurrence. 10.1.3. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 10.1.4. Professional Liability (Errors & Omissions) including Technology Liability (Errors & Omissions) with a limit of not less than $5,000,000 per claim and $10,000,000 aggregate. 10.1.4.1. Coverage shall include, but not be limited to, the following: 10.1.4.1.1. Failure to prevent unauthorized access; 10.1.4.1.2. Unauthorized disclosure of information; Vendor Services Agreement—Technology(Rev. 8/19) Page 6 of 23 City Secretary Contract No. 10.1.4.1.3. Implantation of malicious code or computer virus; 10.1.4.1.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 10.1.4.1.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement,including infringement of copyright or trade mark,brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement;and 10.1.4.1.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted.Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. 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. 10.2. General Insurance Requirements: 10.2.1. All policies except the worker's compensation shall name the 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. 10.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. 10.2.3. 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. 10.2.4. 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. 10.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Vendor Services Agreement—Technology(Rev.8/19) Page 7 of 23 City Secretary Contract No. 10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 11. Compliance with Laws,Ordinances,Rules and Reaulations. Vendor agrees to comply with all applicable federal, state and local laws, ordinances,and regulations. If the City notifies Vendor of any violation of such laws, ordinances or regulations, Vendor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor'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 Vendor, its personal representatives, assigns, subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend the City and hold the 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 THE CITY: TO VENDOR: City of Fort Worth LexisNexis Risk Solutions FL Inc. Attn:Assistant City Manager 1000 Alderman Drive 200 Texas Street Alpharetta,Georgia 30005 Fort Worth TX 76102 (443)340-9250 Facsimile: (817)392-6134 With Copy to the City Attorney at same address 14. Solicitation of Employees. Neither the City nor Vendor 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.This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. No Waiver. The failure of the City or Vendor 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 City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Vendor Services Agreement—Technology(Rev.8/19) Page 8 of 23 City Secretary Contract No. 17. Governing Law and 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 on the basis of 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 Vendor 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, epidemics or pandemics, material or labor restrictions by any governmental authority,transportation problems,restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States, civil disturbances, other national or regional emergencies,and/or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event"). The performance of any such obligation is suspended during the period of,and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it hinders the party's performance, as soon as reasonably possible, after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed 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. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 23. Entire V of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference,contains the entire understanding and agreement between the City and Vendor, 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.An executed Agreement,modification,amendment,or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail,and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 25. Warranty of Services. Vendor warrants that its services will be of a professional quality Vendor Services Agreement—Technology(Rev. 8/19) Page 9 of 23 City Secretary Contract No. and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by the City to Vendor for the nonconforming services. 26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit"C."If the City rejects the submission,it will notify the Vendor in writing as soon as the determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. Network Access. 27.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the City's computer network in order to provide the services herein,Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes. 28. Immigration Nationality Act. Vendor 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). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor 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 Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations,services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other'reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in Vendor Services Agreement—Technology(Rev.8/19) Page 10 of 23 City Secretary Contract No. the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to seek to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein,apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than$100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,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 Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. 31. Reporting Requirements. 31.1. For purposes of this section,the words below shall have the following meaning: 31.1.1. Child shall mean a person under the age of 18 years of age. 31.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing,storage,or communication facilities that are connected or related to the device. 31.1.4. Computer technician means an individual who,in the course and scope of employment or business, installs,repairs,or otherwise services a computer for a fee. This shall include installation of software,hardware,and maintenance services. 31.2. Reporting Requirement.If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of the owner or person claiming a right to possession of the computer,if known,and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 32. 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 dntity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor Vendor Services Agreement—Technology(Rev.8/19) Page 11 of 23 City Secretary Contract No. whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"E" 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. 33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties and Obligations),5(Disclosure of Conflicts and Confidential Information),Section 6(Right to Audit),and Section 8(Liability and Indemnification)shall survive termination of this Agreement. 34. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in ac- cordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verifi- cation from the company that it: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms,by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S.,S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boy- cott energy companies; and (2) will not boycott energy companies during the term of this Agree- ment. 35. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade associa- tion;and(2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Contractor's sig- nature provides written verification to the City that Contractor: (1)does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) Vendor Services Agreement-Technology(Rev.8/19) Page 12 of 23 City Secretary Contract No. ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all By: performance and reporting requirements. Name: Fernando Costa Title: Assistant City Manager Date: Jul 1, 2022 Y B _,t,a, Name: Sasha Kane APPROVAL RECOMMENDED: Title: Senior Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: By: Nei Iloa'res lJul�7COT) Name: Neil Noakes 5� Title: Chief of Police By: Name: Taylor Paris ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: �ahlte S_ M&C: 21-0885 By: --tta I G^^"," Date Approved: l l/30/21 Name: 4arinette-Goodwe4----------Jannette Goodall Title: City Secretary od�n�n Form 1295 Certification No.: p���oFORr 0 d� 1.00 00 0,vo g=d '0 o o*a� boo 00 VENDOR: kaki 000000 aX�l LexisNexis Risk Solutions FL Inc. Digitally signed by Haywood Haywood Talcove Talcove By: Date:2022.06.24 13:19:05-04'00' Name: Haywood Talcove Title: CEO(LNSSI) Date: June 24, 2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement—Technology(Rev. 8/19) Page 13 of 23 City Secretary Contract No. EXHIBIT A STATEMENT OF WORK SCOPE OF SERVICES LNRS will provide the Accurint Crime Analysis (ACA) and Lumen software to enable information sharing between municipalities and multiple law enforcement agencies, all essential to support the Police Department's critical mission to prevent, detect, mitigate, and respond to terrorism and criminal activity. Accurint Crime Analysis (ACA) • Provides actionable intelligence on local, regional and national events.The ability to connect and analyze data from law enforcement systems. • Enable FWPD to identify and analyze crime activity and patterns with ACA's predictive and analytical software and national mapping tools. • Secure online dashboard that enables crime data sharing, pattern analysis, crime map- ping, predictive crime analytics and reporting for law enforcement. • Ability for users to view, analyze and download crime and call data from agencies in their region or even agencies across the nation. • Crime data is automatically extracted and cleaned from disparate data sources to im- prove data quality standards and promote multiagency collaboration. • Provides law enforcement with dashboard analytics, mapping and reports to help ana- lysts, investigators and decision makers striving for data-driven predictive policing deci- sions. • Benefits of ACA for analysts and investigators include: 0 140 fields of data with narratives accessible anywhere o View crime and calls for service trends across borders o Create, schedule and disseminate reports to other users o Conduct geographic crime analysis to narrow suspect list • Benefits of ACA for executives include: o Forecast where crime and calls for service will occur o Compare and animate crime and calls for service hotspots overtime o Create and automate COMPSTAT and ad-hoc reports o View over 100 graphs and charts using dashboard analytics • Ability for multiple disparate data sources to be displayed concurrently alongside crime information.This includes detailed offense information, suspect and victim descriptions, and descriptions of any vehicles related to the incident. • ACA combines data from disparate sources into a seamless, standardized data set that makes it easy to view, analyze and share critical information between departments. It is Vendor Services Agreement—Technology—Exhibit A Page 14 of 23 City Secretary Contract No. updated through an automated data feed that works with any CAD or RMS. The ex- tracted data is saved locally within the agency, and then the data is pushed into the ACA system.The solution is never directly connected to a law enforcement data system. Customized Analytical Dashboards Agencies can create meaningful graphs to help analysts and investigators visualize crime pat- terns and trends across jurisdictional lines. Over 200 analytical features, gives users the ability to analyze nearly every aspect of an agency's data. Crime hotspot maps and custom predictive policing analytics can be created with one click against any data on the map, even data span- ning multiple jurisdictions. Crime&CFS Data The ACA system includes more than 100 fields of Modus Operandi, Persons and Vehicle crime data related to each incident, including the incident's narrative. Available data will include: Crime Events (homicides, robberies, burglaries,fraud, License Plate Reader (LPR) Data arson, etc.) Crash Data Computer Aided Dispatch (CAD) &Calls for Service Intelligence Data (CFS) Data Offender Data ACA will show trends within any set of data and gain the critical ability to predict future hot ar- eas to deploy resources to where crime will happen. ACA will provide FWPD with access to a secured environment to map, analyze, and report crime data. Following are descriptions of a few commonly used ACA features. FWPD can view and analyze the data of greatest interest to their investigations. Agencies receive the following by using ACA: • Actionable intelligence on local, regional, and national events • Ability to connect and analyze data from disparate law enforcement system in one user friendly system such as War Room and Lotus notes • Analytical Dashboard to identify patterns and trends • Automated Data Flow • Automated Reporting • CompStat Preparation • Local, Regional and National Data Sharing • Narrative Searching • Resource Allocation Efficiency • RMS/Case Management Data • Robust analytics, crime mapping, and visual tools to assist with making informed de- ployment decisions • Tactical Analysis Vendor Services Agreement—Technology—Exhibit A Page 15 of 23 City Secretary Contract No. National Data Sharing ACA will allow FWPD to view crime data alongside data from all participating agencies. Agencies will have full control on what data is shared and can restrict access to certain crime types they do not want other agencies to have access to. ACA automatically geo-codes and analyzes crime data as it is imported into the system. Crime data is pushed from agency computers and cleaned to present a single, standardized format for use by agencies, without affecting the data integrity of the original data. Standardization of format in this manner supports improving data quality standards and promotes multi-agency collaboration. Additionally, local agencies will be included as they will be feeding the data into the new sys- tem. These local agencies include: • Eastland County Sheriff's Office • Saginaw Police Department • Benbrook Police Department • Granbury Police Department • Richland Hills Police Department • North Richland Hills Police Department • Palo Pinto County Sheriff's Office • Mansfield Police Department Offender Module The ACA Offender Module will allow users view offender data from various sources over exist- ing data such as Calls for Service and Events (crimes). Data types available in the Offender Mod- ule include Sex Offenders, Gang Members, Parolee/Probationers, Warrants, and Prolific Offend- ers.These sources of data are instrumental in suspect generation and identification. Predictive Analytics &Geographic Profiling ACA predicts future hot areas with Predictive Zones. ACA will support Geographic Profiling (GP). With ACA's GP function, geographically profile any set of data to determine optimal areas to prioritize searches and investigative leads. Time Comparisons The Time Comparison analytic shows how crime or calls have changed between two time peri- ods. The Time Comparison maps will allow FWPD to discover temporal trends within any set of data. Lumen Lumen is a CAS-compliant, hosted software platform that provides unique capabilities for struc- tured and unstructured search and analysis, on both desktop and mobile devices, of virtually any electronic databases, including: RMS,JMS, and CAD systems of any make or design; ALPR systems; investigative case management systems; prosecutor case management systems; court databases; electronic traffic ticket systems; parking systems; content management systems; Vendor Services Agreement—Technology—Exhibit A Page 16 of 23 City Secretary Contract No. utilities databases; field contact databases; phone toll records and call data records; evidence management systems; police bulletin files; spreadsheets, PDFs, and word documents; email ar- chives; department blogs; and custom-made internally developed databases. Lumen will provide the ability to quickly identify and locate suspects with research crime trends and patterns, provide statistical data to police department managers using integrated analytical tools, and to create customized, mission-specific analytical products using Lumen's unique "all source" analytical capabilities. Lumen also will provide access to data from multiple agencies through regional data sharing agreements. Lumen capabilities: • Ability to search everything in a complete criminal history view call a "baseball card view"to see all associates, vehicles and records connected • Ability to do multi-layered searching and mapping of that data. E.g.: white male with a Glock 9, in this area of your city,with a spider tattoo,then map it. • Dynamic Scoring for offender-based policing to focus on top offenders. • Mobile solution that provides all the connections, photos,vehicles, and records on a mobile device. Also the ability to see watch list and top offender list. • Photo lineups. • Ability to ingest other data sources like documents,files, and word documents. Support LexisNexis provides full 24/7 customer support for our solutions by calling (866) 277-8407.To route requests quickly and efficiently,the LexisNexis Risk Solutions Public Safety Team has a di- rect email inbox for creating tickets and responding to customer issues.This email is pub- licsafety.support@lexisnexisrisk.com.Your LexisNexis Account Manager serves as another layer of support since they will be directly assigned to your account.Your Account Manager's contact information is as follows: Joe Ryan (443) 340-9250 Joe.ryan@lexisnexisrisk.com I I �I I Vendor Services Agreement—Technology—Exhibit A Page 17 of 23 EXHIBIT B PAYMENT SCHEDULE Line Details Description Price Project End Date Crime Analysis Software $148,000 11/30/2022 Purchase orders will be released in accordance to Exhibit C Milestones. Please submit invoices to Suppliersinvoices@fortworthtexas.gov for payment. Ensure PO number is referenced on invoice and dollar amounts match. City Secretary Contract No. EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Implement the Lumen software Milestone/Deliverable Name: Project Kick Off-begin the implementation process. 25%($37,000.00) Milestone/Deliverable Name: Software installed on our side to query and extract records to upload to their platform and successfully transmitting our data at FWPD. 25%($37,000.00) Milestone/Deliverable Name: Other agencies able to feed their data to this system 25%($37,000.00) Milestone/Deliverable Name: User approves the completed implementation of Lumen Software 25% ($37,000.00) Comments(if needed): Approved by Vendor: 1 Approved by City Department Director Ha Digitally signed by Haywood !••QQd Talcove Signature: Talcove D04e?022.06.2413:19:22 Signature: 7"14c — Printed Name: Haywood Talcove Printed Name: Fernando Costa Title: CEO (LNSSI) Title: Assistant City Manager Date: June 24, 2022 Date: J u 11, 2022 For Director Use Only Contracted Payment Amount: $148„000.00 Adjustments, including penalties: Approved Payment Amount: Vendor Services Agreement—Technology—Exhibit C Page 19 of 23 I City Secretary Contract No. EXHIBIT D NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network").Vendor wishes to access the City's network in order to provide description of services. In order to provide the necessary support, Vendor needs access to description of specific Network systems to which Vendor requires access, i.e. Internet,Intranet,email,HEAT System,etc. 2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing description of services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials,The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one(1)year from the date of this Agreement.If this access is being granted for purposes of completing services for the City pursuant to a separate contract,then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. 3.1. Services are being provided in accordance with City Secretary Contract No. Contract No.; 3.2. Services are being provided in accordance with City of Fort Worth Purchase Order No.PO No.; 3.3. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. 3.4. No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1. Contracted services have not been completed; 4.2. Contracted services have not been terminated; and 4.3. Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis.Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers,agents,servants,employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives,of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Vendor Services Agreement—Technology—Exhibit D Page 20 of 23 City Secretary Contract No. Network and Contractor's Data,terminate the Agreement,and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1. Notice to Vendor Personnel—For purposes of this section,Vendor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor.Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: 5.1.1. Contractor shall be responsible for any City-owned equipment assigned to Vendor Personnel, and will immediately report the loss or theft of such equipment to the City; 5.1.2. Contractor, and/or Vendor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network; 5.1.3. Contractor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 5.1.5. Any document created by Vendor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 5.1.6. Contractor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement; 5.1.7. All network activity maybe monitored for any reason deemed necessary by the City; and 5.1.8. A Network user ID may be deactivated when the responsibilities of the Vendor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice,and without penalty to the City.Upon termination of this Agreement,Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor,its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security.Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials,and unauthorized use or sharing of Network credentials, (signature page follows) I Vendor Services Agreement—Technology—Exhibit D Page 21 of 23 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I aclaiowledge that I am the person responsible for the monitoring and administration of this contract, including By: ' — ensuring all performance and reporting Name: Fernando Costa requirements. Title: Assistant City Manager By: saz4 Kane(Jun 18,2022 09:13 CDT) APPROVAL RECOMMENDED: Name: Sasha Kane Title: Senior Contract Compliance Specialist APPROVED AS TO FORM AND By: Neil Noa�e�11:50 CDT) LEGALITY: Name: Neil Noakes Title: Chief of Police ATTEST: By: � " Name: Taylor Paris Title: Assistant City Attorney By: Jannette s.Goodall(u 5,2022 11:43 CDT) CONTRACT AUTHORIZATION: Name: Jannette Goodall M&C: No required Title: City Secretary Date Approved: Form 1295 Certification No.: LEXISNEXIS RISK SOLUTIONS FL INC. Haywood Digitally signed by Haywood �•• Talcove Talcove Date:2022.06.2413:19:35 By; -04'00' Name: Haywood Talcove i Title: CEO(LNSSI) I Vendor Services Agreement—Technology—Exhibit D Page 22 of 23 City Secretary Contract No. EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY LexisNexis Risk Solutions FL Inc. 1000 Alderman Drive Alpharetta,Georgia 30005 (443)340-9250 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Vendor and to execute any agreement,amendment or change order on behalf of Vendor. 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 Vendor.Vendor 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 Vendor. 1. Name: Position: N/A Signature 2. Name: Position: N/A Signature 3. Name: Position: N/A Signature Name: Talcove Digitally signed by Haywood Talcove Haywood Date:2022.06.24 13:19:46-04'00' Signature of President/CEO Other Title:Haywood Talcove, CEO (LNSSI) Date: June 24, 2022 Vendor Services Agreement—Technology—Exhibit E Page 23 of 23 Exhibit F a. LexisNexis Risk Solutions Government Application & Agreement LexisNexis Risk Solutions Government Application &Agreement The information submitted on this Application will be used to determine the applicant's eligibility for accessing the services and products of LexisNexis Risk Solutions FL Inc.and its affiliates(hereinafter"LN"). To avoid delay,please provide all information requested. By submitting this Application,the applicant hereby authorizes LN to independently verify the information submitted and perform research about the individuals identified. Acceptance of this Application does not automatically create a business relationship between LN and the applicant. LN reserves the right to reject this Application with or without cause and to request additional information. Applicant acknowledges and understands that LN will only allow applicant access to the LN Services if applicant's credentials can be verified in accordance with LN's internal credentialing procedures. Section I—Agency Information—please . . not Full legal name of agency: Main phone number for address*: City of Fort Worth 817-392-4200 *If this is a cell,additional documents may be required If this application is for an additional account,Parent account number: Fax number: Physical Address where LN services will be accessed— Previous address if at the current address less than 6 mos: P.O.Box/Mail Drops cannot be accepted(street,city,state,zip): 505 West Felix Street Fort Worth,TX 76115 Website address: External Agency IP Address(https://www.whatismylP.com): fortworthpd.com 209.194.29.100 External Agency IP Range—From: External Agency IP Range—To: Agency information: ❑ Federal Government ❑ Federal Law Enforcement ❑ Local/Municipal Government ❑ State Government ❑ State Law Enforcement ❑X Local/Municipal Law Enforcement ❑ Other(please explain): Section 11—Administrator and Main Contact Information (for additional administrators,please provide additional sheets) Product Administrator or Main Contact(first&last name): Title: Michael Munday Program Support Division Manager E-Mail Address: Admin IP Address: michael.munday@fortworthtexas.gov 209.194.29.100 Required for local and municipal agencies: Administrator Home Address(street,city,state,zip): Administrator Date of Birth: Cert in lieu Cert in lieu Section III—Billing Information Billing Contact(first&last name): check here if same as Administrator ❑ Title: Tracy Long -------Admin Ass stant Billing Address(street,city,state,zip): Telephone: 505 W. Felix Street 817-392-4226 Fort Worth,TX 76115 E-Mail Address: Sales Tax Exempt: tracy.long@fortworthtexas.gov ❑No ❑X Yes—please provide proof of exemption Do you require a PO number on invoice: ❑ No X❑ Yes If Yes,provide PO Number: VendorSection IV—Business-to-Business Required for local and municipal agencies: Company Name: Contact: ------ -------------------- Business Address(street,city,state,zip): Contact Phone Number: ----------------------- ---------------------- E-mail Address: Account Number(if applicable): LNRS Application Agreement Govt(Q3.18.v2) Confidential Page 1 of 2 Section V—Site Visits Site visits may be required to assure Applicant eligibility for LN products or services. By submitting this Application,Applicant agrees to authorize a site visit by LN or its approved third-party,and agrees to cooperate in its completion. If the contact for coordinating the site visit is not identified above as the Administrator, please provide the site visit contact's information below: Contact Name: Contact Phone: Michael Munday 817-392-4244 Contact Email Address: michael.munday@fortworthtexas.gov Section VI—Terms and Conditions Terms and conditions governing the use of the LN Services are available online at http://www.Iexisnexis.com/risk/masterterms/government and are incorporated into this Application&Agreement by reference as if stated in full herein. By signing below Applicant expressly certifies it has read the additional terms and conditions and agrees to be bound by them. Signature HEREBY CERTIFY that I am authorized to execute this Application &Agreement on behalf of the Agency listed above and that I have direct knowledge of the facts stated above. Applicant Signature: Date Signed: Jun 29, 2022 MB Munday(Jun 29,2022 13:02 ) Applicant Name: Title: Michael Munday Program Support Division Manager I LNRS Application Agreement Govt(Q3.18.v2) Confidential Page 2 of 2 Exhibit F b. AVCC Addendum Accurint Virtual Crime Center/Accurint Crime Analysis/ LexisNexis Community Crime Map/ AVCC XML Addendum This Accurint Virtual Crime Center/Accurint Crime Analysis/LexisNexis Community Crime Map/AVCC XML Addendum ("Addendum's sets forth additional or amended terms and conditions for the use of Accurint Virtual Crime Center; Accurint Crime Analysis; LexisNexis Community Crime Map and/or AVCC XML (the"LN Services"provided herein), which are in addition to,and without limitation of,the terms and conditions set forth in the services agreement between the customer identified below("Customer's and LexisNexis Risk Solutions FL Inc. or its affiliated entity("LN'�for the LN Services (such services agreement, the "Agreement'. The LN Services subscribed to herein will be listed on Customer's Schedule A. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement. I. Public Safety Data Exchange Database 1. LN, as a vendor that processes information for its government customers, maintains the LexisNexis Public Safety Data Exchange Database ("PSDEX', which contains information related to public safety and law enforcement investigations. PSDEX is compiled from information submitted by PSDEX customers and enhanced by LN data and technology such as LexID or data updates to allow LN's PSDEX customers to easily search and access information beyond their jurisdiction for analysis, investigations and reporting or other applications to accomplish their mission. 2. In exchange for good and valuable consideration, including access to PSDEX, Customer hereby agrees to contribute public safety information (the"Customer Data Contribution'l that it and other PSDEX customers may use for analysis, investigations and reporting or other applications to accomplish their mission. 3. LN's obligations. a. LN agrees to provide PSDEX information to Customer. b. LN agrees to provide Customer with instructions for submitting information to the PSDEX database and for using the PSDEX service. c. LN agrees to provide all LN employees, with physical or logical access to Customer Data Contributions, level four security awareness training as defined and listed in the Criminal Justice Information Services(OIS)Security Policy. d. LN agrees to access,store,and process Customer's Customer Data Contributions in accordance with the CIIS Security Policy,to the extent applicable to LN's accessing,storage, and processing of such data. 4. Customer obligations. a. Customer agrees to submit to LN, with reasonable promptness and consistency, Customer Data Contributions. b. Customer acknowledges and agrees that it is solely responsible for the content of the Customer Data Contributions submitted to LN and that it shall use reasonable care to ensure the information submitted is a reasonable reflection of the actual report. Each submission to LN with respect to an incident or subject constitutes a Customer Data Contribution. c. Customer's disclosure of information to LN is and will be in compliance with all applicable laws, regulations and rulings. d. Customer agrees to access, store, and process other customer's Customer Data Contributions in accordance with the CJIS Security Policy,to the extent applicable to Customer's accessing, storage, and processing of such data. e. Customer agrees to notify LN promptly of any change in status, factual background,circumstances or errors concerning any Customer Data Contribution previously provided to LN. Customer further agrees to submit corrected information in a timely manner. Customer agrees that it will fully and promptly cooperate with LN should any inquiry about the Customer Data Contributions arise. f. The following named individual/department shall serve as the contact person(s) for submissions made to LN. The contact person shall respond to requests from LN for clarification or updates on incident reports submitted by Customer during normal business hours, and Customer will not unreasonably withhold from LN information on any such submission. LN shall not reveal the identity of the Customer's contact person(s)to any other PSDEX customer without Customer's consent. ADDM_AVCC/ACA/CCM (Q4.19.v1) Confidential Page 1 of 5 Name: Michael Munday Title: Program Support Division Manager Address: 505 West Felix Street Fort Worth,TX 76115 Phone: 817-392-4244 Fax: 817-392-4246 Email: michael.munday@fortworthtexas.gov g. Customer agrees that it will access information contributed to PSDEX by other customers only through LN and any Customer employee permitted access to PSDEX by Customer shall be a CJI Authorized User/Personnel that has undergone appropriate Security Awareness Training as those terms are used in the CJIS Security Policy. h. Customer agrees that, to the extent permitted under applicable law, LN and all other PSDEX customers shall not be liable to Customer, and Customer hereby releases LN and all other PSDEX customers from liability to Customer, for any claims, damages, liabilities, losses and injuries arising out of,or caused in whole or in part by LN or each such other PSDEX customer's acts and omissions in reporting or updating Customer Data Contributions for inclusion in PSDEX. Other PSDEX customers are intended to be third party beneficiaries of this paragraph. II. General Terms 1. LICENSE GRANT. Customer, at no charge, hereby grants to LN a paid up, irrevocable, worldwide, non- exclusive license to use, adapt, compile, aggregate, create derivative works, transfer, transmit, publish and distribute the Customer Data Contributions(1)to PSDEX customers;and(2)by agreement by initialing below, a de-identified subset(e.g.,crime type,date/time of the incident,and the area that the incident has occurred) to third-parties assisting the public with a view of de-identified crime data. For purposes of clarification, Customer is the owner of its Customer Data Contributions and is hereby licensing to LN a copy of its Customer Data Contributions. Customer agrees to provide a de-identified subset of its data to third parties(initials mwA ) 2. FBI CJIS SECURITY ADDENDUM. This Addendum incorporates by reference the requirements of the FBI CJIS Security Policy and the FBI CJIS Security Addendum(FBI CJIS Security Policy Appendix H attached hereto as Exhibit A), as in force as of the date of this Addendum and as may, from time to time hereafter, be amended. The parties warrant that they have the technological capability to handle Criminal Justice Information (CJI),as that term is defined by the FBI CJIS Security Policy, in the manner required by the CJIS Security Policy. The parties expressly acknowledge that the CJIS Security Policy places restrictions and limitations on the access to,use of,and dissemination of CJI and hereby warrant that their respective systems abide by those restrictions and limitations. 3. GOOGLE GEOCODER. LN uses Google Geocoder to geocode address locations that do not already contain "X"and"Y"coordinates. Any"X"and"Y"coordinate information provided by the Customer is assumed by LN to be accurate and will not be geocoded by Google Geocoder. Crime dot locations geocoded by Google Geocoder as displayed in PSDEX are approximate due to automated location methods and address inconsistencies. 4. DATA DISCLAIMER. LN is not responsible for the loss of any data or the accuracy of the data, or for any errors or omissions in the LN Services or the use of the LN Services or data therein by any third party,including the public or any law enforcement or governmental agencies. Due to the nature of the origin of public safety information, the data contained in PSDEX may contain errors. Source data is sometimes reported or entered inaccurately,processed poorly or incorrectly,and is generally not free from defect.The LN Services aggregate and report data as provided by PSDEX customers and is not the source of the data, nor is it a comprehensive compilation of all law enforcement data. Before Customer relies on any data, it should be independently verified. 5. LINKS TO THIRD PARTY SITES. PSDEX may contain links or produce search results that reference links to third party websites ("Linked Sites"). LN has no control over these Linked Sites or the content within them. LN cannot and does not guarantee, represent, or warrant that the content contained in the Linked Sites, including,without limitation other links,is accurate,legal,and/or inoffensive. LN does not endorse the content of any Linked Site, nor does it warrant that a Linked Site will not contain computer viruses or other harmful ADDM_AVCC/ACA/CCM (Q4.19.v1) Confidential Page 2 of 5 I code. By using PSDEX to search for or link to Linked Sites, Customer agrees and understands that such use is entirely at its own risk, and that Customer may not make any claim against LN for any damages or losses whatsoever resulting from such use. 6. OWNERSHIP OF SUBMITTED CONTENT. All information provided by a PSDEX customer is offered and owned by that customer.Unless otherwise indicated by written request from Customer,all data will be retained by LN and remain accessible by others in accordance with the provisions of this Addendum. AUTHORIZATION AND ACCEPTANCE I HEREBY CERTIFY that I am authorized to execute this Addendum on behalf of Customer, Required: Customer ORI number(Originating Agency Identifier): TX2201200 CUSTOMER: City of Fort Worth Signature: MB Munday(J un 29,202213:02 ) Print: Michael Munday Title: Program Support Division Manager Date: Jun 29, 2022 I ADDM_AVCC/ACA/CCM (Q4.19.v1) Confidential Page 3 of 5 Exhibit A FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES SECURITY ADDENDUM The goal of this document is to augment the CJIS Security Policy to ensure adequate security is provided for criminal justice systems while(1) under the control or management of a private entity or(2) connectivity to FBI CIIS Systems has been provided to a private entity(contractor). Adequate security is defined in Office of Management and Budget Circular A-130 as"security commensurate with the risk and magnitude of harm resulting from the loss, misuse, or unauthorized access to or modification of information." The intent of this Security Addendum is to require that the Contractor maintain a security program consistent with federal and state laws, regulations, and standards (including the CJIS Security Policy in effect when the contract is executed), as well as with policies and standards established by the Criminal Justice Information Services (CJIS) Advisory Policy Board (APB). This Security Addendum identifies the duties and responsibilities with respect to the installation and maintenance of adequate internal controls within the contractual relationship so that the security and integrity of the FBI's information resources are not compromised. The security program shall include consideration of personnel security,site security, system security,and data security,and technical security. The provisions of this Security Addendum apply to all personnel, systems, networks and support facilities supporting and/or acting on behalf of the government agency. 1.00 Definitions 1.01 Contracting Government Agency (CGA) - the government agency, whether a Criminal Justice Agency or a Noncriminal Justice Agency, which enters into an agreement with a private contractor subject to this Security Addendum. 1.02 Contractor - a private business, organization or individual which has entered into an agreement for the administration of criminal justice with a Criminal Justice Agency or a Noncriminal Justice Agency. 2.00 Responsibilities of the Contracting Government Agency. 2.01 The CGA will ensure that each Contractor employee receives a copy of the Security Addendum and the CJIS Security Policy and executes an acknowledgment of such receipt and the contents of the Security Addendum. The signed acknowledgments shall remain in the possession of the CGA and available for audit purposes. The acknowledgement may be signed by hand or via digital signature(see glossary for definition of digital signature). 3.00 Responsibilities of the Contractor. 3.01 The Contractor will maintain a security program consistent with federal and state laws,regulations,and standards (including the CJIS Security Policy in effect when the contract is executed and all subsequent versions),as well as with policies and standards established by the Criminal Justice Information Services(CJIS)Advisory Policy Board (APB). 4.00 Security Violations. 4.01 The CGA must report security violations to the CJIS Systems Officer (CSO) and the Director, FBI, along with indications of actions taken by the CGA and Contractor. 4.02 Security violations can justify termination of the appended agreement. 4.03 Upon notification,the FBI reserves the right to: a. Investigate or decline to investigate any report of unauthorized use; b. Suspend or terminate access and services, including telecommunications links. The FBI will provide the CSO with timely written notice of the suspension. Access and services will be reinstated only after satisfactory assurances have been provided to the FBI by the CGA and Contractor. Upon termination,the Contractor's records containing CHRI must be deleted or returned to the CGA. 5.00 Audit 5.01 The FBI is authorized to perform a final audit of the Contractor's systems after termination of the Security Addendum. 6.00 Scope and Authority 6.01 This Security Addendum does not confer,grant,or authorize any rights, privileges,or obligations on any persons other than the Contractor,CGA,CIA(where applicable),CSA,and FBI. 6.02 The following documents are incorporated by reference and made part of this agreement: (1) the Security Addendum; (2) the NCIC 2000 Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20.The parties are also subject to applicable federal and state laws and regulations. ADDM_AVCC/ACA/CCM (Q4.19.v1) Confidential Page 4 of 5 6.03 The terms set forth in this document do not constitute the sole understanding by and between the parties hereto; rather they augment the provisions of the CJIS Security Policy to provide a minimum basis for the security of the system and contained information and it is understood that there may be terms and conditions of the appended Agreement which impose more stringent requirements upon the Contractor. 6.04 This Security Addendum may only be modified by the FBI,and may not be modified by the parties to the appended Agreement without the consent of the FBI. 6.05 All notices and correspondence shall be forwarded by First Class mail to: Information Security Officer Criminal Justice Information Services Division, FBI 1000 Custer Hollow Road Clarksburg,West Virginia 26306 ADDM_AVCC/ACA/CCM (Q4.19.v1) Confidential Page 5 of 5 Exhibit F . Lumen Addendum Lumen Addendum This Lumen Addendum("Addendum's sets forth additional or amended terms and conditions for the use of Lumen(the "LN Services"provided herein),which are in addition to, and without limitation of, the terms and conditions set forth in the services agreement between the customer identified below C'Customer'o and LexisNexis Risk Solutions FL Inc. or its affiliated entity("LN'l for the LN Services(such services agreement,the"Agreement"or"Master Terms'O. The LN Services subscribed to herein will be listed on Customer's Schedule A. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement. I. Public Safety Data Exchange Database 1. LN, as a vendor that processes information for its government customers, maintains the Lumen Database ("Lumen'j,which contains information related to public safety and law enforcement investigations. Lumen is compiled from information submitted by Lumen customers and enhanced by LN technology,which depending on your access, may allow LN's Lumen customers to easily search and access information beyond their jurisdiction for analysis, investigations and reporting or other applications to accomplish their mission. 2. In exchange for good and valuable consideration, including access to Lumen, Customer hereby agrees to contribute public safety information (the"Customer Data Contribution'O that it and other LUMEN and Public Safety Data Exchange "PSDEX" (aka Accurint Virtual Crime Center) customers may use for analysis, investigations and reporting or other applications to accomplish their mission. 3. LN's obligations. a. LN agrees to provide Lumen information to Customer. b. LN agrees to provide Customer with instructions for submitting information to the LUMEN database and for using the LUMEN service. c. LN agrees to provide all LN employees, with physical or logical access to Customer Data Contributions, level four security awareness training as defined and listed in the Criminal Justice Information Services(CJIS)Security Policy. d. LN agrees to access,store,and process Customer's Customer Data Contributions in accordance with the CJIS Security Policy,to the extent applicable to LN's accessing, storage, and processing of such data. 4. Customer obligations. a. Customer agrees to submit to LN, with reasonable promptness and consistency, Customer Data Contributions for inclusion in Lumen and PSDEX. b. Customer acknowledges and agrees that it is solely responsible for the content of the Customer Data Contributions submitted to LN and that it shall use reasonable care to ensure the information submitted is a reasonable reflection of the actual report. Each submission to LN with respect to an incident or subject constitutes a Customer Data Contribution. c. Customer's disclosure of information to LN is and will be in compliance with all applicable laws, regulations and rulings. d. Customer agrees to access, store, and process other customer's Customer Data Contributions in accordance with the CJIS Security Policy,to the extent applicable to Customer's accessing, storage, and processing of such data. e. Customer agrees to notify LN promptly of any change in status,factual background, circumstances or errors concerning any Customer Data Contribution previously provided to LN. Customer further agrees to submit corrected information in a timely manner. Customer agrees that it will fully and promptly cooperate with LN should any inquiry about the Customer Data Contributions arise. f. The following named individual/department shall serve as the contact person(s) for submissions made to LN. The contact person shall respond to requests from LN for clarification or updates on incident reports submitted by Customer during normal business hours, and Customer will not unreasonably withhold from LN information on any such submission. LN shall not reveal the identity of the Customer's contact person(s)to any other LUMEN customer without Customer's consent. Name: Michael Munday Title: Program Support Division Manager Address: 505 West Felix Street Fort Worth,TX 76115 ADDM_Lumen (Q1.20.v1) & Confidential Page 1 of 5 Phone: 817-392-4244 Fax: 817-392-4246 Email: michael.munday@fortworthtexas.gov g. Customer agrees that it will access information contributed to LUMEN by other customers only through LN and any Customer employee permitted access to LUMEN by Customer shall be a CII Authorized User/Personnel that has undergone appropriate Security Awareness Training as those terms are used in the CIIS Security Policy. h. Customer agrees that, to the extent permitted under applicable law, LN and all other LUMEN customers shall not be liable to Customer, and Customer hereby releases LN and all other LUMEN customers from liability to Customer,for any claims, damages, liabilities, losses and injuries arising out of,or caused in whole or in part by LN or each such other LUMEN customer's acts and omissions in reporting or updating Customer Data Contributions for inclusion in LUMEN. Other LUMEN customers are intended to be third party beneficiaries of this paragraph. 5. Lumen Facial Recognition("Lumen FR"). Your access to Lumen may include Lumen FR,which includes facial recognition capabilities. If your agency does nothave an official usage policy for facial recognition technology,then you agree to the following terms and conditions related to the use of Lumen FR: a. Lumen FR search results are not considered positive identification and do not establish probable cause,without further investigation; rather,they are advisory in nature as an investigative lead only. Any possible connection or involvement of an individual to a criminal investigation must be determined through further analysis and investigation. b. Use of Lumen FR is authorized only when the probe image has been obtained by lawful means. c. Use of Lumen FR is authorized only when probe and database images do not contain personally identifying information (PII)or criminal justice information (CII). d. Use of Lumen FR is authorized for the following purposes only. You may not use Lumen FR for any other purpose without express written consent of LN. i. In connection with a reasonable suspicion that an identifiable individual has committed a criminal offense or is involved in or planning criminal (including terrorist)conduct or activity that presents a threat to any individual,the community,or the nation and that the information is relevant to the criminal conduct or activity; ii. In connection to an active or ongoing criminal or homeland security investigation; III. To mitigate an imminent threat to health or safety through short-term situational awareness surveillance or other means; iv. To assist in the identification of a person who lacks capacity or is otherwise unable to identify him-or herself(such as an incapacitated,deceased,or otherwise at-risk person); v. To investigate and/or corroborate tips and leads; vi. For comparison to determine whether an individual may have obtained one or more official state driver's licenses or identification cards that contain inaccurate,conflicting,or false information; vii. To assist in the identification of potential witnesses and/or victims of violent crime; OR viii. To support law enforcement in critical incident responses. e. Use of Lumen FR,when used in conjunction with a live image taken by an officer's smartphone camera, is authorized only on persons who meet the following criteria: i. who have given explicit verbal permission to be photographed for the purposes of identification; ii. are detained for warrant arrests or citations; III. are subject to lawful identification requirements and are lacking positive identification in the field; Iv. an officer reasonably believes is concealing his or her true identity and has a reasonable suspicion the individual has committed a crime other than concealing his or her identity; v. lack capacity or are otherwise unable to identify themselves and who are a danger to themselves or others; OR vi. are deceased and not otherwise identified. f. Any use of Lumen FR not in accordance with these terms may result in immediate suspension and/or termination of your access to Lumen FR. ADDM_Lumen (Q1.20.v1) Confidential Page 2 of 5 II. General Terms 1. LICENSE GRANT. Customer, at no charge, hereby grants to LN a paid up, irrevocable, worldwide, non- exclusive license to use, adapt, compile, aggregate, create derivative works, transfer, transmit, publish and distribute the Customer Data Contributions to LUMEN and PSDEX customers. For purposes of clarification, Customer is the owner of its Customer Data Contributions and is hereby licensing to LN a copy of its Customer Data Contributions. Customer agrees to provide a de-identified subset of its data to third parties(initials tmm ) 2. FBI CJIS SECURITY ADDENDUM. This Addendum incorporates by reference the requirements of the FBI CJIS Security Policy and the FBI CJIS Security Addendum(FBI CJIS Security Policy Appendix H attached hereto as Exhibit A), as in force as of the date of this Addendum and as may, from time to time hereafter, be amended. The parties warrant that they have the technological capability to handle Criminal Justice Information(CJI),as that term is defined by the FBI CJIS Security Policy,in the manner required by the CJIS Security Policy. The parties expressly acknowledge that the CJIS Security Policy places restrictions and limitations on the access to,use of,and dissemination of CJI and hereby warrant that their respective systems abide by those restrictions and limitations. 3. GEOCODING. LN uses geocoding technology to geocode address locations that do not already contain"X" and"Y"coordinates. Any"X"and"Y"coordinate information provided by the Customer is assumed by LN to be accurate and will not be further geocoded. Crime dot locations geocoded and displayed in Lumen are approximate due to automated location methods and address inconsistencies. 4. DATA DISCLAIMER. LN is not responsible for the loss of any data or the accuracy of the data, or for any errors or omissions in the LN Services or the use of the LN Services or data therein by any third party,including the public or any law enforcement or governmental agencies. Due to the nature of the origin of public safety information,the data contained in LUMEN may contain errors. Source data is sometimes reported or entered inaccurately,processed poorly or incorrectly,and is generally not free from defect.The LN Services aggregate and report data as provided by LUMEN customers and is not the source of the data,nor is it a comprehensive compilation of all law enforcement data. Before Customer relies on any data, it should be independently verified. 5. LINKS TO THIRD PARTY SITES. LUMEN may contain links or produce search results that reference links to third party websites("Linked Sites"). LN has no control over these Linked Sites or the content within them. LN cannot and does not guarantee, represent, or warrant that the content contained in the Linked Sites, including,without limitation other links,is accurate,legal,and/or inoffensive. LN does not endorse the content of any Linked Site, nor does it warrant that a Linked Site will not contain computer viruses or other harmful code. By using LUMEN to search for or link to Linked Sites, Customer agrees and understands that such use is entirely at its own risk, and that Customer may not make any claim against LN for any damages or losses whatsoever resulting from such use. 6. OWNERSHIP OF SUBMITTED CONTENT. All information provided by a LUMEN customer is offered and owned by that customer.Unless otherwise indicated by written request from Customer,all data will be retained by LN and remain accessible by others in accordance with the provisions of this Addendum. AUTHORIZATION AND ACCEPTANCE I HEREBY CERTIFY that I am authorized to execute this Addendum on behalf of Customer. Required: Customer OKI number(Originating Agency Identifier): TX2201200 CUSTOMER: City of Fort Worth Signature: MB Munday(Jun 29,2022 13:02 ) Print: Michael Munday Title: Program Support Division Manager Date: Jun 29, 2022 ADDM_Lumen (Q1.20.v1) Confidential Page 3 of 5 Exhibit A FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES SECURITY ADDENDUM The goal of this document is to augment the CJIS Security Policy to ensure adequate security is provided for criminal justice systems while(1) under the control or management of a private entity or(2)connectivity to FBI CJIS Systems has been provided to a private entity(contractor). Adequate security is defined in Office of Management and Budget Circular A-130 as"security commensurate with the risk and magnitude of harm resulting from the loss, misuse, or unauthorized access to or modification of information." The intent of this Security Addendum is to require that the Contractor maintain a security program consistent with federal and state laws, regulations, and standards (including the CJIS Security Policy in effect when the contract is executed), as well as with policies and standards established by the Criminal Justice Information Services (CJIS) Advisory Policy Board (APB). This Security Addendum identifies the duties and responsibilities with respect to the installation and maintenance of adequate internal controls within the contractual relationship so that the security and integrity of the FBI's information resources are not compromised. The security program shall include consideration of personnel security, site security, system security,and data security,and technical security. The provisions of this Security Addendum apply to all personnel, systems, networks and support facilities supporting and/or acting on behalf of the government agency. 1.00 Definitions 1.01 Contracting Government Agency (CGA) - the government agency, whether a Criminal Justice Agency or a Noncriminal Justice Agency, which enters into an agreement with a private contractor subject to this Security Addendum. 1.02 Contractor - a private business, organization or individual which has entered into an agreement for the administration of criminal justice with a Criminal Justice Agency or a Noncriminal Justice Agency. 2.00 Responsibilities of the Contracting Government Agency. 2.01 The CGA will ensure that each Contractor employee receives a copy of the Security Addendum and the CJIS Security Policy and executes an acknowledgment of such receipt and the contents of the Security Addendum. The signed acknowledgments shall remain in the possession of the CGA and available for audit purposes. The acknowledgement may be signed by hand or via digital signature(see glossary for definition of digital signature). 3.00 Responsibilities of the Contractor. 3.01 The Contractor will maintain a security program consistent with federal and state laws,regulations,and standards (including the CJIS Security Policy in effect when the contract is executed and all subsequent versions),as well as with policies and standards established by the Criminal Justice Information Services(CJIS)Advisory Policy Board (APB). 4.00 Security Violations. 4.01 The CGA must report security violations to the CJIS Systems Officer (CSO) and the Director, FBI, along with indications of actions taken by the CGA and Contractor. 4.02 Security violations can justify termination of the appended agreement. 4.03 Upon notification,the FBI reserves the right to: a. Investigate or decline to Investigate any report of unauthorized use; b. Suspend or terminate access and services, including telecommunications links. The FBI will provide the CSO with timely written notice of the suspension. Access and services will be reinstated only after satisfactory assurances have been provided to the FBI by the CGA and Contractor. Upon termination,the Contractor's records containing CHRI must be deleted or returned to the CGA. 5.00 Audit 5.01 The FBI is authorized to perform a final audit of the Contractor's systems after termination of the Security Addendum. 6.00 Scope and Authority 6.01 This Security Addendum does not confer, grant, or authorize any rights, privileges, or obligations on any persons other than the Contractor,CGA,CIA(where applicable),CSA,and FBI. 6.02 The following documents are incorporated by reference and made part of this agreement: (1) the Security Addendum; (2) the NCIC 2000 Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20.The parties are also subject to applicable federal and state laws and regulations. i ADDM_Lumen (Q1.20.v1) Confidential Page 4 of 5 6.03 The terms set forth in this document do not constitute the sole understanding by and between the parties hereto; rather they augment the provisions of the CJIS Security Policy to provide a minimum basis for the security of the system and contained information and it is understood that there may be terms and conditions of the appended Agreement which impose more stringent requirements upon the Contractor. 6.04 This Security Addendum may only be modified by the FBI,and may not be modified by the parties to the appended Agreement without the consent of the FBI. 6.05 All notices and correspondence shall be forwarded by First Class mail to: Information Security Officer Criminal Justice Information Services Division, FBI 1000 Custer Hollow Road Clarksburg,West Virginia 26306 I ADDM_Lumen (Q1.20.v1) Confidential Page 5 of 5 Exhibit F d. Certificate in Lieu of System Administrator LexisNexis° LEXISNEXIS' RISK SOLUTIONS CERTIFICATION IN LIEU OF SYSTEM ADMINISTRATOR INFORMATION The undersigned organization ("Customer") wishes to enter into an agreement with LexisNexis' Risk Solutions("LNRS"). Due to enhanced security policies and procedures, LNRS requires all LNRS customers to undergo a verification process in connection with entering into a new contract with LNRS. As part of that verification process, LNRS has requested that Customer provide certain information about its System Administrator as the System Administrator will have access to sensitive password and identification numbers assigned to Customer's Authorized Users. Customer does not wish to disclose this information about its System Administrator and is instead offering this certification in lieu of providing such information. Customer certifies that at least one of the following is true: (i) it regularly conducts background checks on all employees and the person Customer has identified as its System Administrator has not been convicted of any trust-related crime including, but not limited to, fraud, counterfeiting, identity theft and the like, and that such person has not been convicted in the past 10 years of any crime that would create an enhanced security risk to LNRS; or(ii) its System Administrator is a person in a position of trust and obligation within its organization and the System Administrator has and continues to exhibit high levels of integrity, responsibility, trustworthiness, and reliance indicative of the responsibilities of a System Administrator. Customer further agrees that the foregoing certification will remain accurate for its current System Administrator for so long as Customer has access to the LNRS Services. Finally, Customer agrees, to the extent permitted by applicable law, to indemnify and hold LNRS harmless from any and all damages that LNRS may suffer as a result of Customer's erroneous certification or from any negligent or fraudulent activities by Customer's System Administrator in accessing or permitting access to the LNRS Services. System Administrators' Names: Michael Munday CERTIFIED TO AND AGREED TO BY: City of Fort Worth Police Department (Customer) BY: Leo Lnna(Jun 30,202211:22 CDT) (Signature) Printed Name: Leo Luna Title: Assistant Police Director Date: Jun 30, 2022 CCLN307L 06/08/2018 Copyright©2018 LexisNexis.All Rights Reserved. M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT 11 Create New From This M&C REFERENCE **M&C 21- 13P RFP 21-0140 VIRTUAL DATE: 11/30/2021 NO.: 0885 LOG NAME: CRIME ANALYSIS SOFTWARE PD ADK CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize an Agreement with Lexis Nexis Risk Solutions FL, Inc. in an Amount Up to $148,000.00 for the First Two Years and Authorize Four One-Year Renewals with an Annual Amount of$74,000.00 for the City of Fort Worth Police Department RECOMMENDATION: It is recommended that the City Council authorize an agreement with Lexis Nexis Risk Solutions FL, Inc. in an amount up to $148,000.00 for the first two years and authorize four one-year renewals with an annual amount up to $74,000.00 for the City of Fort Worth Police Department. DISCUSSION: The Information Technology Solutions Department(ITS) approached the Purchasing Division with the intent to establish a contract for virtual crime analysis software and services on behalf of the Police Department (PD). The Purchasing Division reviewed the request and subsequently issued a Request for Proposal (RFP)for this product and services. The software and services will allow for information sharing between municipalities. The ability to exchange information between multiple law enforcement agencies aids in the increased prevention, detection, mitigation, response to terrorism and criminal activity. RFP 21-0140 consisted of detailed specifications and was advertised in the Fort Worth Star-Telegram on Wednesday's beginning on June 9, 2021 through July 28, 2021. A pre-bid conference was held on June 25, 2021 which provided an opportunity for interested bidders to learn more about the City of Fort Worth's (City) requirements and to seek clarification on the RFP requirements. A total of 25 vendors were solicited and responses were received from one (1) potential vendor. The response was evaluated by a five (5) person team consisting of representatives from PD and ITS. Each bid was evaluated based on product features and ability to provide a product that fulfills the City's requirements, company stability and timeliness of providing product and services, and the verification of proposer's references. Based on the qualifications, the City recommends awarding the agreement to Lexis Nexis Risk Solutions FL, Inc. DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the DVIN-BE, in accordance with the Business Equity Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS: Upon City Council's approval, this agreement shall begin upon execution and expire one year from that date. RENEWAL TERMS: This agreement may be renewed for four additional one-year terms. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. I http://apps.cfwnet.org/council_packet/mc_review.asp?ID=29433&councildate=11/30/2021 7/7/2022 M&C Review Page 2 of 2 FISCAL INFORMATIONXERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Grants Operating Federal Fund for the DOJ Gulf States project to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Police Department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office bv: Jay Chapa (5804) Originating Department Head: Reginald Zeno (8517) Neil Noakes (4212) Additional Information Contact: Cynthia Garcia (8525) Ashley Kadva (2047) ATTACHMENTS 1295.pdf (CFW Internal) 13P RFP 21-0140 VIRTUAL CRIME ANALYSIS SOFTWARE PD ADK funds availability.docx (CFW Internal) FID Table.xlsx (CFW Internal) MBE.PDF (CFW Internal) SAMs.pdf (CFW Internal) I I http://apps.cfwnet.org/council_packet/mc_review.asp?ID=29433&councildate=l 1/30/2021 7/7/2022