HomeMy WebLinkAboutContract 53647CSC No. 53647
Memorandum
Date: 5/15/2023
To: City Attorney
To: Keith Morris — Assistant Police Director
Robert A. Alldredge - Executive Assistance Chief
To: City Secretary Office — Allison Tidwell
From: Tracy Walter — FMS/Vendor Management
Re: Merger- Name Change: Praetorian Group to Lexipol LLC
Prior Name: Praetorian Group
New Name: Lexipol LLC
Supplier id: 7000003664
Effective Date: 09/01/2022
CSCO: 53647
Lexipol acquired The Praetorian Group several years ago (in 2019). The only change that
occurred more recently is that Lexipol did a bit of corporate cleanup in 2022 and merged all
of their subsidiaries (including Praetorian) into Lexipol itself. See memo for structure
information along with Lexipol W-9 and Secretary of State Filing.
AfZdreai P&;(I
APPROVED BY: Andrea Phillips (May 15, 2 23 12:50 CDT)
City Attorney
APPROVAL DATE: May 15, 2023
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
May 15, 2023
iIIrLEXIPOL
September 1, 2022
Re: Updates to Lexipol, LLC Ownership Structure
To Our Valued Partners and Customers,
The Lexipol family has grown significantly over the past several years, expanding beyond provision of
policy solutions to now include learning, training and marketing platforms (Praetorian Digital,
acquired in 2019), wellness resources (Cordico, acquired in 2020), accreditation services (The Rodgers
Group, acquired in 2021), and much more.
As we continue our path forward and focus on providing greater access to all Lexipol products and
services, we are streamlining our family of companies and consolidating under one roof: Lexipol, LLC.
In the coming months, all company registrations, procurement platforms, vendor information,
and contracts associated with The Praetorian Group (Praetorian Digital), Tax ID 94-3349604,
Cordico Inc., Tax ID 82-4323038, The Rodgers Group, Tax ID 26-2173091, CareerCert, and JPMA will
transition to Lexipol, LLC, Tax ID 71-0934113.
Should our internal process require updates to existing registration, procurement, tax information,
or related information, we will gladly provide information as requested.
Should you have any questions, require vendor profile information, or wish to connect with our
team on contractual matters, please contact Lexipol's legal and compliance
team at compliance@lexipol.com.
We appreciate the opportunity to serve alongside you,
Jan Roos o
General Counsel
Director of Compliance
Lexipol, LLC
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
2611 Internet Blvd., Suite 100, Frisco, Texas 75034 (844) 312-9500 www.lexipol.com
Delaware Page
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT
COPIES OF ALL DOCUMENTS ON FILE OF "LEXIPOL, LLC" AS RECEIVED
AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF CONVERSION, FILED THE TWENTY—FIFTH DAY OF
MAY, A.D. 2010, AT 11:05 O'CLOCK A.M.
CERTIFICATE OF FORMATION, FILED THE TWENTY—FIFTH DAY OF MAY,
A.D. 2010, AT 11:05 O'CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE TWENTY—FIRST DAY OF AUGUST,
A.D. 2014, AT 4:17 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE
AFORESAID LIMITED LIABILITY COMPANY, "LEXIPOL, LLC".
4838401 8100H
SR# 20187327656 NZM7
You may verify this certificate online at corp.delaware.gov/authver.shtml
J�MnY kC�,'St; : arp of Sta1r
Authentication: 203684412
Date:10-25-18
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:05 AM 0512512010
FILED 11:05 AM 0512512010
SRV 100577560 - 4838401 FILE
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE LIMITED LIABILITY COMPANY TO
A DELAWARE LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT
1. The jurisdiction where the Non -Delaware Limited Liability Company first formed is
California.
2. The jurisdiction immediately prior to filing this Certificate is California.
3. The date the Non -Delaware Limited Liability Company first formed is January 2, 2003.
4. The name of the Non -Delaware Limited Liability Company immediately prior to filing
this Certificate is Lexipol, LLC,
5. The name of the Limited Liability Company as set forth in the Certificate of Formation is
Lexipol, LLC.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the day of
May, A.D. 2010.
By:
DA /ME�E, Authorized Person
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:05 AM 0512512010
FILED 11:05 AM 0512512010
SRV 100577560 - 4838401 FILE
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
1. The name of the limited liability company is Lexipol, LLC.
2. The address of its registered office in the State of Delaware is 1209 Orange Street,
Wilmington, DE 19801. The name of the Company's Registered Agent at that address is The
Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation on the
day of May, A.D. 2010.
By:
DAN/EZR=E�,Azuthorized Person
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:22 PM 0812112014
FILED 04:17 PM 0812112014
SRV 141097429 - 4838401 FILE
CERTIFICATE OF MERGER
OF
LEXIPOL ACQUISITION COMPANY, LLC
INTO
LEXIPOL, LLC
Pursuant to Sections 18-206 and 18-209 of the Delaware Limited Liability Company Act
(the "Act"), the undersigned limited liability company organized and existing under and by virtue
of the Act, does hereby certify as follows:
FIRST: That the naive and state of organization of each of the constituent entities of the
merger is as follows:
Name
Lexipol Acquisition Company,
LLC
Lexipol, LLC
Jurisdiction of Organization
Delaware
Delaware
Type of Entitv
Limited liability company
Limited liability company
SECOND: That the Plan of Merger, dated as of August 21, 2014 (the "Merger
Agreement"), by and among Lexipol Acquisition Company, LLC, Lexipol, LLC, Lexipol
Bolding Company, a Delaware corporation., certain members of Lexipol, LLC and James C.
Kieckhafer, as the Member Representative (as defined therein) has been approved, adopted,
certified, executed and acknowledged by each of the constituent entities in accordance with the
requirements of the Act.
THIRD: That the name of the surviving, entity of the merger is Lexipol, LLC.
FOURTH: That the certificate of formation of Lexipol, LLC shall be the certificate of
formation of the surviving entity.
FIFTH: That the Merger Agreement is on file at a place of business of the surviving
entity. The address of this place of business of the surviving entity is Lexipol, LLC, c/o the
Riverside Company, Terminal "Power, 50 Public Square, 29`h Floor, Cleveland, Ohio 44113.
SIXTH. That a copy of the Merger Agreement will be furnished by the surviving entity,
on request and without cost, to any member of any domestic limited liability company or any
person holding an interest in any other business entity which is to merge.
[Signature on the Following Page]
CFI.224 E 634v2
IN WITNESS WHEREOF, L,exipol. LLC has caused this certificate to be duly executed
on this 2:LQp1ay of August, 2014.
LEXIPOL, LLC
By.,
Name: Rcinald M. Wilkerson
Title; Chief Executive Officer
{,.CFli�[C7,il6 q� 4iL7�.t'C
C1.1.2241 G34
_ Request for Taxpayer
Give Form to the
Form
Identification Number and Certification
requester. Do not
(Rev. October2018)
Department of the Treasury
send to the IRS.
Internal
Revenue Service ► Go to www.irs.gov1FormW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
Lexipol, LLC
2 Business name/disregarded entity name, if different from above
Praetorian Digital, Cordico, The Rodgers Group, CareerCert
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3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
Y
4 Exemptions codes apply only to
P� ( PP Y Y
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following seven boxes.
certain entities, not individuals; see
a
instructions on page 3):
o
❑ Individual/sole proprietor or ElC Corporation ElS Corporation ElPartnership ElTrust/estate
c
single -member LLC
Exempt payee code (if any)
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,>,
❑✓ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► P
c
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
c rn
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
a °
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
y
❑ Other (see instructions) ►
(Applies to accounts maintained outside the U.S.)
to
5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional)
2611 Internet Blvd, Ste. 100
1ID
6 City, state, and ZIP code
Frisco, TX 75034
7 List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid I Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a - m
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
M71 - 0 9 3 4 1 1 3
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign Signature of
Here U.S. person Do -
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov1F6rmW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
Date Do- March 6, 2023
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-2018)
DocuSign Envelope ID: B646CEAD-3DC5-4C2A-A416-335F02232F7C
City Secretary Contract No.
_5tii89
FORT WORTHO
-- VENDOR SERVICES AGREEMENT
53647
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 and
PRAETORIAN GROUP, INC. dba PRAETORIAN DIGITAL AND LEXIPOL ("Vendor"), a Texas
Company, each individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C — Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scope of Services. Vendor will supply City with Lexipol's PoliceOne Academy learning
management system (LMS) which will offer training features designed specifically to meet the goals and
expectations of the Fort Worth Police Department. Exhibit "A," - Scope of Services more specifically
describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on June 30, 2021 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). City shall 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 options, at City's
sole discretion.
3. Compensation. City shall pay Vendor in accordance with the provisions of this Agreement
and Exhibit `B," — Price Schedule. Total payment made under this Agreement for the [first] year by City
shall be in an amount not to exceed $12,082, paid by annual invoice. Payments for the following years,
if any, shall be as described in Exhibit B. Vendor shall 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 shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing. '_.
k.'
�'tIFFXIAL RECORD
MY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 1 of 15
DocuSign Envelope ID: B646CEAD-3DC5-4C2A-A416-335F02232F7C
City Secretary Contract No.
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 shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obliizations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
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 shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. 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. 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 City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 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 Seller. It will be the responsibility of Seller 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.
5.3 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 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 shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
Vendor Services Agreement Page 2 of 15
DocuSign Envelope ID: B646CEAD-3DC5-4C2A-A416-335F02232F7C
City Secretary Contract No.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. 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 City shall in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or subVendor of Vendor shall be entitled to any employment benefits from 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 subVendor.
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 KIND 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 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJUR Y, INCL UDING DEA TH, TO ANY AND ALL PERSONS, ARISING O UT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
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 patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
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cost and expense of payment for claims or actions against City pursuant to this section,
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 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 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 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. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall not 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 as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assitinment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
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$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$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
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims -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 shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
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City Secretary Contract No.
(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 shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall 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 shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors 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, SUBVENDORSS OR SUCCESSORS IN
INTEREST, 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 shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager for IT
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Praetorian Group, Inc.
Ker Thao, VP of Finance and Operations
5217 Tennyson Pkwy, Ste. 500
Plano, TX 75024
Khao@lexipol.com
14. Solicitation of Emplovees. Neither 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
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during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or 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 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 shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. 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, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between 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.
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25. 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 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 City to Vendor for the nonconforming
services.
26. 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.
27. Ownership of Work Product
27.1 Convri6t; Derivative Works; Lexinol's Ownershin. Agency acknowledges and
agrees that the Subscription Material is a proprietary product of Lexipol, protected under U.S.
copyright law, and that Lexipol reserves all rights not expressly granted in this Agreement. Subject
to the terms and conditions contained in this Agreement, Lexipol hereby grants Agency the right
to prepare Derivative Works, except as limited by the terms of this agreement; provided, however,
that Agency acknowledges and agrees that Lexipol will be the sole owner of all right, title and
interest in and to all Derivative Works prepared by or for Agency, including all copyrights and
other intellectual property and proprietary rights therein or pertaining thereto, and Agency hereby
assigns and transfers to Lexipol all right, title and interest in and to all Derivative Works prepared
by or for Agency, including all copyrights and other intellectual property and proprietary rights
therein or pertaining thereto. Agency will not remove from any copies of the Subscription Material
provided by Lexipol to Agency any copyright notice or other proprietary notice of Lexipol
appearing thereon, and shall include such copyright and other notices at the appropriate place on
each copy of the Subscription Material and each copy of any Derivative Work made by or for
Agency, in any form.
27.2 Right to Use, Limitations on Use of Subscription Material and Derivative Works.
Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants to Agency
a perpetual, personal, fully paid -up, right to use, except as limited by the terms of this agreement
the Subscription Material and any Derivative Works prepared by or for Agency, solely for the
Agency's internal purposes. Agency will not use, copy, republish, lend, distribute, post on servers,
transmit, redistribute, display, in whole or in part, by any means or medium, electronic or
mechanical, or by any information storage and retrieval system, any Subscription Material or any
Derivative Work prepared by or for Agency other than as expressly authorized by the immediately
preceding sentence. Without limiting the generality of the foregoing, Agency will not import,
upload, or otherwise make available any Subscription Material or any Derivative Work prepared
by or for Agency into or onto any third party knowledge, document, or other content management
system or service without Lexipol's prior written consent. The foregoing does not, however,
prohibit or restrict Agency from providing Subscription Material or Derivative Works prepared by
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or for Agency pursuant to an order from a court or other governmental agency or other legal
process, or Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, nor
does it prohibit or restrict Agency from displaying the adopted/approved final policy document on
a publicly accessible website for official Agency purposes, so long as Agency includes the
appropriate copyright and other proprietary notices on such final policy document as required by
Section 4 above.
27.3 Notwithstanding the foregoing, Agency shall retain all rights, title, and interest to
any and all materials created solely by Agency or a third party, independent of Lexipol Subscription
Material, regardless of when created.
28. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
27 Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
28 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
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, 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 contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(Signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
.Tesus T. Chapa
BY: Jesus J. Chapa (Mar 11, 2020)
Name: Jesus J. Chapa
Title: Assistant City Manager
Date:
, 20
APPROVAL RECOMMENDED:
By:
Name:
Title:
e �� /<as
Edwin Kraus (Mar 9, 2020)
Edwin Kraus
Chief of Police
ATTEST:
&vo, 7. k'aoj
By: yser (Mar 12,'2620)
Name: Mary J. Kayser
Title: City Secretary
VENDOR:
Rr moo.
PRAETORIAN GROUP, INC. dba
PRAETORIAN DIGITAL AND LEXIPOL
DocuSigne1d'b'y.: w
�m �V�'�'
By:
Name: Ker Thao
Title: VP of Finance and Operations
Date: 2/27/2020 20
Vendor Services Agreement
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
,75
By: JE. Chalifaux (Mari, 2020;
Name: Joan Chalifoux
Title: Police Sergeant
APPROVED AS TO FORM AND LEGALITY:
By Taylor Paris (Mar 11, 2020)
ame: Taylor Paris
}tle: Assistant City Attorney
�ONTRACT AUTHORIZATION:
&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
�OFMCIAL RECORD'
QTV SECRETARY
FT WORTH, TX
Page 10 of 15
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EXHIBIT A
SCOPE OF SERVICES
Lexipol's PoliceOne Academy learning management system (LMS) is an online training platform that
offers the following features designed specifically to meet the goals and expectations of the Fort Worth
Police Department.
SITE CUSTOMIZATION
Flexible Hierarchy
System offers account configuration options which support organization training goals and learning
management outcomes.
• Fully hosted learning management system to centralize and document training for officers
• Custom, branded landing page with bulletin board and logo
• Top navigation options dynamically change based on assigned user role within the platform
User Management
Create and edit user profiles with tiered access to the system and available administrative functions based
on organization need.
• Unique profiles per user with email, department, and position
• Easily build and manage custom groups by rank, unit, specialty or other tailored options which
can be used for assignments, running reports and more
• Off -the -shelf user roles with various levels of administrative permissions
TRAINING FEATURES
Courses
Include a vast library of online law enforcement training content that can be delivered during roll -call, in
the field or in a self -paced format to individual officers or groups.
• Courses on high -liability topics that meet agency and state standards (where appropriate)
• Library of short video -based courses (5 to 15 minutes) for micro learning
• Ability to stack video -based courses into training blocks on a particular topic (i.e. active shooter)
• Test banks must be 30% greater than the number of questions on the exam and question order
should be randomized (for example, a 1-hour course should have 10 questions and the test bank
should include 15 to limit the risk of users having an exam with the same questions in the same
order)
Assignments and Learning Paths
Support the delivery of course curriculum online and in the classroom — whether it's a simple
assignment with one course or a plan of dozens of courses — and allow administrators and
instructors to track progress and activity.
Vendor Services Agreement — Exhibit A Page 11 of 15
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• Ability to schedule assignment release dates and due dates based on specific dates or in alignment
with license renewal timelines
• Controlled access to online courses and materials (ability to hide courses one -by -one or make the
entire library only visible based on assignments)
• Customizable notification manager that triggers emails for new assignments and reminders for
assignments coming due or past due, as well as upcoming credential expiration
• Color -coded training calendar to view upcoming assignments, expiring credentials, training
events and more
• Customizable training calendar that allows for weekly, monthly or list views for students
Custom Courses Tool
Add content of all types to create a central repository of training resources that's accessible by users.
• Easy -to -use interface with multiple template options for department -specific course creation
• Leverage custom visibility settings to create a sharing network and allow specific agencies in
your county or state to view your custom content
• Centralize your documents with an online solution that allows you to upload SOP's and manage
policy compliance within your organization
• Record classroom training in our online platform with just a few clicks.
• Document hours earned at conferences or seminars
License Management
Make recertification straightforward with a system that tracks licenses and credentials against a variety of
requirements for fire certifications.
• Track renewal by credential level (basic, intermediate, advanced; firearms)
• Build state -specific templates and add category requirements
• Provide visibility to users to see their progress toward renewal and provide certificates of
completion if needed for state submissions
Reports
Comprehensive reporting features to allow training administrators to track officer performance by
creating reports for members, groups, courses, and more and export training records based on defined
parameters.
• Both on -demand and recurring reports functionality
• Customizable report inputs (select and limit which fields display on reports)
• Analytics dashboard that provides a quick, visual overview into training data in real time
• Officer specific transcript option that shows all courses taken online, in the field, or via the events
manager
Professional Services Agreement
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City Secretary Contract No.
Event Management*
Use an events management module to plan, promote and execute seamless live training events put on at
your department.
Create instructor -led training events and set a limit for the maximum number of attendees
Download or print a roster of event attendees and allow instructors to receive email notifications
when a user's registration status changes
Collect payments online by enabling ecommerce payments via credit card (and create coupons for
special promotions)
* Events module is an additional cost.
SUPPORT
Keep your training goals on track with a customer success team who is experienced in training
implementation and has a systematic approach to effective learning management.
• Thorough customer onboarding program incorporating organization objectives by using the
platform
• Help desk support provided via email and phone during reasonable business hours
• 24/7 access to automatic password reset to ensure users have a productive learning experience
• 24/7 access to FAQ library and video tutorials (where appropriate)
• Webinar-based training sessions offered to assist with feature usage and driving improved ROI
for organizations
Professional Services Agreement
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EXHIBIT B
PRICE SCHEDULE
The below payments will be paid annually within a reasonable time of receipt of an invoice from Vendor,
but in no event later than 60 days from receipt.
Year 1 (7/1/2020) - $12,082 (4% increase that includes added new members, new courses and content,
and Texas reporting)
If the City elects to exercise any renewal option, as detailed in this Agreement, the price schedule below
will control for the associated year.
Year 2 (7/1/2021) - $12,565 (same as above)
Year 3 (7/1/2022) - $13,068 (same as above)
Year 4 (7/1/2023) - $13,591 (same as above)
Year 5 (7/1/2024) - $14,135 (same as above)
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EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Praetorian Group, Inc.
Ker Thao, VP of Finance and Operations
5217 Tennyson Pkwy, Ste. 500
Plano, TX 75024
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind 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 Vendor. 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. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Name: Ker Thao
Position: vP of operations and Finance
DocuSigne1d'' by..:
fd1409404A4_.
2. Name:
Position:
Signature
Name:
Position:
Signature
Signed by:
1 a. 111141A-1
Fe
Signature of President / CEO
Other Title: CFO
Date: 2/27/2020
Vendor Services Agreement — Exhibit C Page 15 of 15