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HomeMy WebLinkAboutContract 58017 CSC No. 58017 FORTWORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through its duly authorized Assistant City Manager, and Mentalix, Inc. ("Vendor"), a Texas corporation and acting by and through its duly authorized representative,each individually referred to as a"party" and collectively referred to as the "parties." 1. Scope of Services. Vendor hereby agrees to provide the City with Mentalix, Inc. Fed Submit software maintenance ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on the date signed by the Assistant City Manager below ("Effective Date") and expires on twelve (12) months after the Effective Date ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). City will have the option,in its sole discretion,to renew this Agreement under the same terms and conditions,for up to four(4)one-year renewal option(s) (each a"Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Fifty Thousand and 00/100 Dollars ($50,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. 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 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties.In the eventthatthis Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY FT.WORTH,TX completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts.Vendor hereby warrants to 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. If any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third parry without the prior written approval of 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 by Vendor,City will promptly notify Vendor.It will be the responsibility of Vendorto 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 must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Vendor will, in good faith, cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Ri2ht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement,or the conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be Vendor Services Agreement Page 2 of 16 construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City.Vendor will be responsible and liable for all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL BE LIABLE HERE UNDER ONLY TO THE EXTENT SET FORTHIN THE E ULA RELATED TO THE PRODUCT FOR WHICH SER VICES ARE BEING PROVIDED. A COPY OF SUCH E ULA IS ATTACHED HERETO AS EXHIBIT "C". 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, TO THE EXTENT SET FORTH IN EXHIBIT «C� 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any third party patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement and all manuals,licenses,upgrades, revisions instructions, and EULAs for the software or other products that is related to the Services set forth on Exhibit A, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will 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 will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with 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 City for infringement arising under this Agreement,City will 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 will fully participate and cooperate with 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. Consistent with the City's assumption of payment of costs or expenses, such assumption will eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if because of a settlement or compromise, such use is materially adverselyrestricted, Vendor will, at its own expense and as City's sole remedy,provide one of the remedies set forth in Exhibit C. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. Vendor Services Agreement Page 3 of 16 9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle"will be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Vendor Services Agreement Page 4 of 16 Employers' liability $100,000—Bodily Injury by accident; each accident/occurrence $100,000—Bodily Injury by disease; each employee $500,000—Bodily Injury by disease;policy limit (d) Professional Liability(Errors &Omissions): Applicable N/A $1,000,000—Each Claim Limit $1,000,000—Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability(CGL)policy, or a separate policy specific to ProfessionalE&O. Either is acceptable if coveraProfessional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be Claimes- made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comfy with all applicable federal, state, and local laws, Vendor Services Agreement Page 5 of 16 ordinances, rules and regulations and that any work it produces in connection with this Agreement will alsocomply with all applicable federal, state, and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, contractors, and subcontractors, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS, SUBCONTRACTORS, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will 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 or email with electronic confirmation of the transmission and receipt,or(3) received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Mentalix,Inc. Attn:Assistant City Manager Brian Gross, President 200 Texas Street 17304 Preston Rd., Ste. 635 Fort Worth,TX 76102-6314 Dallas,TX, 75252 Facsimile: (817) 392-8654 Facsimile: 972-423-1145 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/ Venue. This Agreement will be construed in accordance with the laws of the State of Texas.If any action at law or in equity,is brought pursuant to this Agreement,venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. Vendor Services Agreement Page 6 of 16 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 will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will 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, acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; orders of state or Federal government; material or labor restrictions by any state or Federal governmental authority; transportation problems; restraints prohibitions by any court, board, department,commission,or agency ofthe United States or of any States;civil disturbances;other national or regional emergencies;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 prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or the Exhibits. 22. Amendments / Modifications / Extensions. No amendment or modification of this Agreement will be binding upon a parry hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality 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 will 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 City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Vendor will provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR Vendor Services Agreement Page 7 of 16 AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers,procedures,guides, and documentation that are created,published, displayed, or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City will be the sole and exclusive owner of all copyright, patent,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception,creation,or fixation of the Work Product in a tangible medium of expression(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein,that City may have or obtain,without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authority. Each person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of their respective Party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,may be executed by any authorized representative of Vendor. Each Party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing in accordance with Section 13, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must execute such notice. Such notice indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change,copy of the board of director's resolution approving the action,or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact future invoice payments. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel" and "company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Bovcottin2 Ener2y Companies.Vendor acknowledges that in accordance 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 verification 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 Vendor's signature provides written verification to the City that Vendor: (1) does not Vendor Services Agreement Page 8 of 16 boycott energy companies; and (2)will not boycott energy companies during the term of this Agreement. 31. 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 association; 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 Vendor's signature provides written verification to the City that Vendor: (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. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor 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. (signature page follows) Vendor Services Agreement Page 9 of 16 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person Vain responsible for the monitoring and administration of By:Valerie Washington(Aug 23,202210:44CDT) this contract,including ensuring all performance and Name: Valerie Washington reporting requirements. Title: Assistant City Manager Aug 23 2022 Date: By: Steven Vandever(Aug 17,2022 09:10 CDT) Name: Steven Vandever APPROVAL RECOMMENDED: Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Kevin Gunn Title: Director,IT Solutions Department By: Name: Taylor C. Paris ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: ��s. �artr7aCG M&C: N/A By: JannetteS.Goodall(Aug23,202215:31CDT) Form 1295: N/A Name: Jannette S. Goodall 4oa4�nu� Title: City Secretary �FORr d 0 o0p 0 ~° °mod d00 0 *o o*00000000 �d VENDOR: a���*XAS-oQp� Mentalix;Ine, R By: Dr Name: Brian S. Gross Title: President, Mentalix Inc. Date: 8/16/2022 OFFICIAL RECORD CITY SECRETARY Vendor Services Agreement FT.WORTH,TX EXHIBIT A SCOPE OF SERVICES MENTALIX,INC.QUOTATION FOR ANNUAL MAINTENANCE QUOTATIOIti Mentalix, Inc. Date, 16-Jun-22 17304 Preston Rd,Ste 635,Dallas, Texas 75252 Phone:1-800-MEAITALX Fax:1-972-423-1145 Fort Worth Police Department Fort Worth Police Department 350 VV Belknap Street Room 205A 350 W Belknap St Room 205A Fort Worth,TX 76102 Fort Worth,TX 76102 Attention: Accounts Payable Attention: Accounts Payable Phone 817 392-4351 Ext, Fax 12474 FWPD761 T.Morgan, Ext, 142 05-Apr-22 30-Apr-22 Net 30 No Shipping Product ■ Product Name QuantityDiscount M-F5 TX- FS(TX)PS Station Print Pack Annual 1 $4,578.18 0% $4,578.18 SPSCS-P-5 Maintenance M-FS- Fed Submit Mug Shot Pack(Add-On) 1 $423.91 0% $423.91 MUGSHOTPK Annual Maintenance Annual maintenance renewal Car serial number 10006296&1(W06846 for the period 8.11/2022 to 8I112023-Our GSA contract num]xr is GSG7F0014V- Subtotal: $5,002.09 Freiqht: 0.00 Tota I' $5,O1Y2.09 Vendor Services Agreement Page 11 of 16 EXHIBIT B PAYMENT SCHEDULE The City will generate a Purchase Order to Mentalix,Inc. for annual Fed Submit maintenance. Mentalix, Inc. will submit an invoice for annual maintenance PO amount and the City will pay Net 30. Vendor Services Agreement Page 12 of 16 EXHIBIT C Fed Submit END-USER LICENSE AGREEMENT FOR MENTALIX SOFTWARE IMPORTANT—PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. This Mentalix End-User License Agreement (`EULA') is a legally binding contract between you and Mentalix,Inc. ("MENTALIX") for the MENTALIX software product identified above,which product includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By downloading, installing, copying, or otherwise using the SOFTWARE PRODUCT,you acknowledge that you have read and understand this EULA and agree to be bound by its terms and conditions. FOR ELECTRONIC MEDIA PURCHASERS: BY OPENING THE SEALED MEDIA PACKAGE, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS EULA. IN THE EVENT THAT YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD PROMPTLY RETURN THE PACKAGE UNOPENED TO THE AUTHORIZED DEALER FROM WHOM YOU OBTAINED THIS SOFTWARE PRODUCT,WITH PROOF OF PAYMENT, FOR A REFUND. FOR ONLINE PURCHASERS: YOU WILL NOT BE PERMITTED TO ACCESS AND DOWNLOAD MENTALIX SOFTWARE PRODUCT WITHOUT FIRST READING AND ACCEPTING THE TERMS AND CONDITIONS OF THIS EULA. 1. Notification of Copyright. All title and copyright in and to the SOFTWARE PRODUCT is owned by MENTALIX and/or its licensors and is protected by United States copyright laws and international treaty provisions. MENTALIX retains all ownership rights in the SOFTWARE PRODUCT. The copyright notice must be reproduced and included on any copy that is expressly permitted under this EULA. 2. Grant of License. A. Use. MENTALIX grants to you the right to use the number of copies of the SOFTWARE PRODUCT as specified on your contract or invoice (and for which you have paid the applicable license fees). When you purchase the SOFTWARE PRODUCT,you will be supplied with component license keys. You must purchase and install the appropriate component license keys on each computer system where SOFTWARE PRODUCT will be used. The component license keys and associated serial numbers are attached to this EULA or otherwise included with SOFTWARE PRODUCT at the time of purchase. You agree to only install and use the SOFTWARE PRODUCT in conjunction with the component license keys. Further, you agree to only install and use a specific component license key on a single computer system. Each component license key is only licensed for use by a single user at any given time. You agree to take any reasonable steps to prevent any use of the SOFTWARE PRODUCT that has not been specifically authorized by this EULA. Unless otherwise expressly provided in writing by MENTALIX, this SOFTWARE PRODUCT is not licensed for use on a server or in a network environment. You are not permitted to install or use the SOFTWARE PRODUCT on a server or a network environment in any manner that will allow more than one user or client to access or use the SOFTWARE PRODUCT. B. Evaluation Software. If the SOFTWARE PRODUCT is labeled"Evaluation"or"Evaluation Copy," then, notwithstanding other sections of this EULA, you may not use the SOFTWARE PRODUCT for commercial purposes. If you have been provided the SOFTWARE PRODUCT for evaluation purposes only, MENTALIX grants to you the right to use the SOFTWARE PRODUCT on the same terms and Vendor Services Agreement Page 13 of 16 conditions as stated above but only for the length of time so authorized by MENTALIX for your evaluation. This license and your right to use the SOFTWARE PRODUCT thereafter is terminated,unless you obtain a separate license from MENTALIX and you pay to MENTALIX the applicable license fee. C. Definition of"Use." A copy of the SOFTWARE PRODUCT is "in use" in a computer when it is loaded into the temporary memory(i.e.,RAM) or is installed into the permanent memory(e.g.,hard disk, CD-ROM, or other storage device)of that computer. D. Additional Rights. MENTALIX further grants to you the right to: (a) make one copy of the SOFTWARE PRODUCT in an electronic media solely for backup or archival purposes,or(b)transfer the SOFTWARE PRODUCT in an electronic media to a single hard disk;provided,that you keep the originals solely for backup or archival purposes. You may not copy any printed materials that are included with the SOFTWARE PRODUCT. Copyright laws prohibit the making of additional copies of the SOFTWARE PRODUCT for any other reason. 3. Other Restrictions. Except as otherwise expressly permitted in this Agreement, or in another MENTALIX agreement to which you are a party,you may not: (i)modify or create any derivative works of the SOFTWARE PRODUCT or documentation, including translation or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the SOFTWARE PRODUCT (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the SOFTWARE PRODUCT; (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the SOFTWARE PRODUCT; (v) publish any results of benchmark tests run on the SOFTWARE PRODUCT to a third party without MENTALIX's prior written consent; or (vi) outsource, host or otherwise use the SOFTWARE PRODUCT in a service bureau environment or such other arrangement where you process data or information for others. In jurisdictions where a right to reverse engineer is provided by law unless information is available about the product in order to achieve interoperability, functional compatibility or similar objectives, you agree to submit a detailed written proposal to MENTALIX concerning your need for such information before engaging in reverse engineering and MENTALIX may, in its sole discretion, propose to you certain terms and conditions under which it is willing to make such information available. You further grant to MENTALIX or its agent the right to audit your use of the SOFTWARE PRODUCT pursuant to this Agreement. If the distribution media for the SOFTWARE PRODUCT contains multiple MENTALIX software products, your use of any MENTALIX software products other than the SOFTWARE PRODUCT for which you have purchased a license is prohibited. You agree not to use this SOFTWARE PRODUCT to send unsolicited,commercial e-mail. 4. Updates/Upgrades. If the SOFTWARE PRODUCT is labeled or otherwise identified by MENTALIX as an "update"or"upgrade,"you must be properly licensed to use a product identified by MENTALIX as being eligible for the update/upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled or otherwise identified by MENTALIX as an "update" or"upgrade"replaces and/or supplements the product that formed the basis for your eligibility for such update/upgrade. You may use the resulting updated/upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an update/upgrade of a component of a package of software programs that you licensed as a single product,the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one computer. 5. Termination. This license and your right to use the SOFTWARE PRODUCT(i)automatically terminate if you fail to comply with any provision of this EULA,and(ii)terminate upon expiration of the length of time so designated for your evaluation of the SOFTWARE PRODUCT if you are an Evaluation User. Vendor Services Agreement Page 14 of 16 Upon termination, you must destroy the SOFTWARE PRODUCT and any copies that you have made. MENTALIX retains all rights not expressly granted, and nothing in this EULA constitutes a waiver of MENTALIX's rights under copyright laws or any other federal or state law or treaty. 6. LIMITED WARRANTY. MENTALIX warrants that the SOFTWARE PRODUCT will substantially conform, as to all material operational features, to MENTALIX's applicable standard written specifications,provided that it is used on the computer hardware and with the operating system for which it is designed and will be free from error that substantially adversely affects performance for a period of ninety (90) days from the date of purchase. This limited warranty shall not apply to any SOFTWARE PRODUCT that MENTALIX determines has been subjectto misuse,neglect,improper installation,repair, alteration,or damage by you. EXCEPT FOR THE FOREGOING LIMITED WARRANTY,MENTALIX MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE PRODUCT INCLUDING,BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT. If by law there are any implied warranties,they are likewise limited to ninety (90) days from the date of purchase. You assume responsibility for the selection of the SOFTWARE PRODUCT and hardware to achieve your intended results;and for the installation,use and results obtained from the SOFTWARE PRODUCT. MENTALIX makes no warranty as to any license keys,if any,issued in connection with the license of the SOFTWARE PRODUCT. Should the distribution media contain information and/or technology that either are owned by third parties or in the public domain,MENTALIX makes no warranties or representations as to such information and/or technology and further disclaims any and all liability for any losses or damages that may result from your use thereof. 7. Customer Remedies. MENTALIX's entire liability and your exclusive remedy shall be, at MENTALIX's option, one of the following: (a) attempt to correct or help you around significant errors with efforts that MENTALIX believes to be suitable to redress the error; (b) repair or replace the SOFTWARE PRODUCT that does not meet MENTALIX's Limited Warranty with functionally equivalent software; or(c) refund the license fee and terminate this EULA. Your remedy is conditioned upon your return of the SOFTWARE PRODUCT to MENTALIX with a copy of your proof of purchase within ninety (90) days of the original purchase. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty(30) days,whichever is longer. 8. LIMITATION OF DAMAGES. IN NO EVENT WILL MENTALIX BE LIABLE TO YOU FOR DIRECT OR INDIRECT DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, LOSS OF DATA, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT,EVEN IF MENTALIX OR AN AUTHORIZED MENTALIX REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. IN NO EVENT WILL MENTALIX'S LIABILITY EXCEED THE AMOUNT OF THE LICENSE FEE. MENTALIX WILL NOT BE LIABLE FOR ANY CLAIM BY A THIRD PARTY. BECAUSE SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATIONS OF CONSEQUENTIAL OR INCIDENTAL DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY DEPENDING ON THE STATE OR COUNTRY. 9. Governing Law. This EULA is governed by the laws of the State of Texas,U.S.A.,and the United States, including patent and copyright laws. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any provision of this EULA is held to be illegal, invalid, or unenforceable then that provision shall be fully Vendor Services Agreement Page 15 of 16 severable from this EULA and shall not affect the legality, validity or enforceability of the remaining provisions of this EULA. 10. Export Restrictions. You agree to comply with all applicable export control laws and with any regulations issued from time to time by the United States Department of Commerce and similar agencies of other countries concerning exporting,importing,and re-exporting software. You further agree that the SOFTWARE PRODUCT will not be acquired,shipped,transferred or exported,directly or indirectly,into any country or used in any manner prohibited by the United States Export Administration Act and the regulations thereunder, or will be used for any purpose prohibited thereby. 11. International Users. This EULA has been written in the English language. You waive any rights that you may have under the laws of your country for this EULA to be written in the language of that country. The remedies and limited warranty offered by MENTALIX are not available without proof of purchase from an authorized United States or international source. 12. U.S. Government Restricted Rights. The SOFTWARE PRODUCT is provided with RESTRICTED AND LIMITED RIGHTS. Use,duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph(b) (3)of the Rights in Technical Data and Computer Software clause as DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable, and any amendments thereto. Contractor/manufacturer is Mentalix, Inc., 1255 W. 15t'Street, Suite 370, Plano, Texas, U.S.A. 75075. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS; YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN,AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS EULA. THIS AGREEMENT SHALL PREVAIL NOTWITHSTANDING ANY DIFFERENT, CONFLICTING, OR ADDITIONAL TERMS AND CONDITIONS WHICH MAY APPEAR IN ANY PURCHASE ORDER OR DOCUMENT SUBMITTED BY LICENSEE. A COPY OF THIS AGREEMENT AND REFERENCED AGREEMENTS ARE AVAILABLE FOR ONLINE REVIEW AT http://www.mentalix.com/support/license- aueements.html. Rev. 3.5/May 28.2010 Vendor Services Agreement Page 16 of 16