HomeMy WebLinkAboutContract 49046City Secretary Contract No.
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roFORTWORTHOONTRACT NO.
CITY SECREi'ARY qO t,
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+j PROFESSIONAL SERVICES AGREEMENT
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This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City" or "Fort Worth"), a Texas home -rule municipal corporation,
and Praetorian Group, Inc. d/b/a LocalGov Academy ("Consultant" or "Contractor" or "LocalGov Academy"), a
Texas Company. City and Consultant are each individually referred to herein as a "party" and collectively referred
to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A
— Statement of Work plus any amendments to the Statement of Work
3. Exhibit B
— Payment Schedule
4. Exhibit C
—Milestone Acceptance Form
5. Exhibit D
— Network Access Agreement
6. Exhibit E —
Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event
of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control.
The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents, employees,
representatives, servants, contractors or subcontractors. The term "City" shall include its officers, employees, agents,
and representatives.
1. Scone of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional consulting
services for Safety, Risk Management and Human Resources related to the implementation of online training,
specifically written for local government entities. Continued subscription service, maintenance, training, and support
services are also provided to City during the Initial Term of this Agreement and any Renewal Term. Specifically,
Consultant will perform all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit
"A" and incorporated herein for all purposes, and further referred to herein as the "Services." Consultant shall perform
the Services in accordance with standards in the industry for the same or similar services. In addition, Consultant
shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If
there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control.
2. Term.
This Agreement shall commence upon the Effective Date, as defined below, and shall expire one year after
the Effective Date, ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement
or otherwise extended by the parties ("Initial Term"). This Agreement may be renewed for four (4) annual terms at
the City's option, each a "Renewal Term." The City shall provide Consultant with written notice of its intent to renew
at least thirty (30) days prior to the end of each term.
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3. Compensation.
The City shall pay Consultant $49,000.00 for the Initial Term of this Agreement for implementation services,
as well as all ongoing subscription services, maintenance, training, and support services. All payments will be made
in accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto
and incorporated herein for all purposes. The City will also pay Consultant in accordance with Exhibit B an amount
not to exceed $45,000.00 during each Renewal Term for continued subscription, maintenance, training, and support
services. Consultant shall not perform any additional services for the City not specified by this Agreement unless
the City requests and approves in writing the additional costs for such set -vices. The City shall not be liable for any
additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in
writing.
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this agreement for any reason by providing the
other party with notice of termination at least 120 days before the end of the current term. Contract may not be
cancelled mid-term.
4.2 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty,
obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, the City will notify Consultant of such occurrence and this Agreement shall
terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the
City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration
Date, the City shall pay Consultant for set -vices actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in accordance with this
Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant
shall provide the City with copies of all completed or partially completed documents prepared under this Agreement.
In the event Consultant has received access to City information or data as a requirement to perform services
hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format
deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in
writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or
methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or
methodologies unless the parties have executed a separate written agreement with respect thereto. Consultant, for
itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City
Information") as confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3 Unauthorized Access. Consultant 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. Consultant
shall notify the City immediately if the security or integrity of any City information has been compromised or is
believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable
efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and
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shall fully cooperate with the City to protect such information from further unauthorized disclosure.
6. Riaht to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this
Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant
facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. The City shall give Consultant not less than 10 days written notice of any intended
audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect
that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the
subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall
have access during normal working hours to all subcontractor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall
give subcontractor not less than 10 days written notice of any intended audits.
7. Indenendent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all
rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in
accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control
the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat
superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers,
agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Consultant.. It is further understood
that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents,
servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants,
employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant
shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANT AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING
LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND
DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR
OMISSIONS CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR
EMPLOYEES.
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C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) The Consultant warrants that all Deliverables, or
any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a
"Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary
rights, in the performance of services under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for infringement of
any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of
or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with
providing the services, or the City's continued use of the Deliverable(s) hereunder.
(iii) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment
of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark,
service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or
any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify,
defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Consultant
bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,
Consultant 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 the City's
interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought against the City
for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Consultant shall fully participate and cooperate with the City in defense of such claim or action.
City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers
City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a
result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own
expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s);
or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)
with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional
charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this
Agreement, and refund all amounts paid to Consultant by the City, subsequent to which termination City may
seek any and all remedies available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL
BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION
10 OF THIS AGREEMENT.
9. Assignment and Subcontractins.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute
a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and
obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations
under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall
execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall
agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations
may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business
in Texas or otherwise approved by the City:
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1. Commercial General Liability
a. Combined limit of not less than $1,000,000 per occurrence; $2million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement,
including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per
occurrence.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate
limit.
4. Statutory Workers' Compensation requirements per the amount required by statute and Employers' Liability
Insurance shall be maintained with a minimum limit of $1,000,000 policy limit each accident/occurrence.
5. Technology Liability (Errors & Omissions)
a. Combined limit of not less than $2,000,000 per occurrence; $2million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate. Defense costs shall be
outside the limits of liability.
(a) Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for intellectual
property infringement claims and for indemnification and legal defense of any claims of intellectual
property infringement, including infringement of patent, copyright, trade mark or trade secret,
brought against the City for use of Deliverables, Software or Services provided by Consultant under
this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL)
policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after
primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology
coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and
shall not erode limits of liability. Any deductible will be the sole responsibility of the Consultant and may
not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a
retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be
maintained for the duration of the contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be
submitted to the City to evidence coverage.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The
term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted
services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the
City of Fort Worth.
3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided
to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall
be sent to the Risk Manager, City of Fort Worth, 200 Texas St., Fort Worth, Texas 76102, with copies to the
City Attorney at the same address.
4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All
insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have
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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.
S. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver
of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered
to and approved by the City's Risk Management Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant
shall immediately desist from and correct the violation.
12. Non -Discrimination Covenant.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part
of the consideration herein, agrees that in the performance of Consultant'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-discritnination covenant by Consultant, its personal
representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to
indemnify and defend the City and hold the City harmless from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United
States Mail, registered, return receipt requested, addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Marls J. Barta
200 Texas Street
Fort Worth TX 76102
Facsimile: (817) 392-8526
TO CONSULTANT:
Name: LocalGov Academy — A Praetorian Digital Company
Attn: Kisty Fairchild
Address: 6865 Windcrest Drive
City, State, Zip: Plano, TX 75024
Facsimile: (415) 318-3821
14. Solicitation of Emplovees.
With Copy to the City Manager and City
Attorney at same address
Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of one
year after its termination, solicit for employment or employ, whether as employee or independent contractor, any
person who is or has been employed by the other during the term of this Agreement, without the prior written consent
of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or
advertisement of employment by either party.
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of
its governmental powers.
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16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective
right to insist upon appropriate performance or to assert any such right on any future occasion.
17. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether
real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state
courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort
Worth Division.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Maieure.
The City and Consultant 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 (force majeure), 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 and shall not be deemed a part of
this Agreement.
21. Review of Counsel.
The patties acknowledge that each party and its counsel have reviewed this Agreement and that the normal
rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in
a written instrument, and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein by
reference, contains the entire understanding and agreement between the City and Consultant, their assigns and
successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement
is hereby declared null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes,
be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed
Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through
electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid
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and binding even if an original paper document bearing each party's original signature is not delivered
25. Warranty of Services.
Consultant warrants that its services will be of a professional 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 Consultant's option, Consultant shall either (a) use commercially
reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid
by the City to Consultant for the nonconforming services. The LocalGovU Academy and videos contained therein
serve as examples of best practices and should not in any way replace, interfere, or override individual agency protocol,
tactics or policies. The Academy platforms are provided on an "as is, as available" basis without warranty of any kind,
expressed, implied or statutory, and any and all warranties of merchant -ability or fitness for a particular purpose are
specifically disclaimed. Although LocatGovU Academy has made best efforts to provide accurate training information
on the site, it makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or
completeness of that information and assumes no liability for errors or omissions therein.
26. Milestone Acceptance.
For purposes of this section, the implementation of the Fort Worth Employee Safety Academy shall be
considered the only milestone deliverable under this Agreement. Consultant shall verify the quality of the deliverable
before submitting it to the City for review and approval. The City will review the deliverable to determine its
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as
Exhibit "C." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is
made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the
deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld.
27. Network Access.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or
subcontractors (for purposes of this section "Consultant Personnel"), requires access to the City's computer network
in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement
which is attached hereto as Exhibit "D" and incorporated herein for all purposes.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel, requires
access to any federal law enforcement database or any federal criminal history record information system, including
but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III
System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), that is governed by
and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services
for the administration of criminal justice as defined therein on behalf of the City under this Agreement, Consultant
shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall separately
execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. Immiaration Nationalitv Act.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the
identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall
complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment
eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant
shall establish appropriate procedures and controls so that no services will be performed by any employee who is not
legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied
with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or
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liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for
violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or
other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement,
the patties shall first attempt to resolve the matter through this dispute resolution process. The disputing patty shall notify
the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the
nature of the dispute and list the parry's specific reasons for such dispute. Within ten (10) business days of receipt of the
notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question
that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days
of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation in Tarrant
County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry
Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.
The mediator shall be agreed to by the patties. Each party shall be liable for its own expenses, including attorney's
fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute
through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the
dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this
informal dispute resolution process, the parties agree to continue without delay all of their respective duties and
obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
30. RenortinLy Requirements.
For purposes of this section, the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section
43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that
performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and
includes all input, output, processing, storage, or communication facilities that are connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business, installs, repairs,
or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance
services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant
to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall
immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber
Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of
the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by
Consultant to make the report required herein may result in criminal and/or civil penalties.
31. 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(s) hereto, may be
executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification
of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party
CFW & Praetorian Group, Inc. d/b/a LocalGov Academy Professional Services Agreement- Technology
Page 9 of 18 Execution Copy 04/5/2017
City Secretary Contract No.
is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
Executed in multiples this the y of 2017 ("Effective Date").
AGREED: AGREED:
CITY OF FORT WORTH:
i !1
'•.'�1/S.ya if �'�
APPROV D AS TO FORM AND LEGALITY:
By:
Jessica San vang
Assistant City Attorney II
Form 1295 Certification N/A
M&C: No: N/A
Date:
PRAETORIAN GROUP,
LOCALGOV ACADEMY:
By: Misty -fakhl
Kisty Fairdidd
Director of Business Development
Date: 5/1 /2017
TTEST:
`By: AnGcvfw 41^6t-w
Tony Green
Director of Account Operations
CONTRACT COMPLIANCE MANAGER:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuri 11 performance and report' g requirements.
Name: Mark J. Barta
Title: Assistant Director, Risk Management Division
INC. D/B/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CFW & Praetorian Group, Inc. d/b/a LocalGov Academy Professional Services Agreement - Technology
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EXHIBIT A
STATEMENT OF WORK
CITY OF FORT WORTH, TX
LOCALGOV ACADEMY LAUNCH
STATEMENT OF WORK (SOW)
LOCALGOV ACADEMY
200 GREEN ST
SAN FRANCISCO, CA 94111
INTRODUCTIONBACKGROUND
The LocalGov Academy (a Praetorian Digital Company) has partnered with the City to provide
an online training academy, known as "Fort Worth Employee Safety Academy," to provide City
employees that training resources and capabilities to access this training content in an online
format. The training resources offered will consist of an array of topics ranging from HR and
Safety, and will likely expand as the program develops and matures.
SCOPE OF WORK
The scope of work for the Fort Worth Employee Safety Academy includes all planning,
execution, and implementation for the creation of the online university to include but not limited
to, the Portal Page design and creation, online curriculum set-up, placement of Portal Page URL
within the Fort Worth website/intranet site, and the loading of Fort Worth employees into the
online training system.
LocalGov Academy is responsible for the creation and maintenance of the Portal Page site,
for the duration of the Agreement. LocalGov Academy will also provide continued Account
Management support to assist all stakeholders and employees through the launch and term of the
Agreement. Through this Agreement, City will have access to all current and future online
training programs offered by LocalGov Academy, and customizations will be made by LocalGov
as requested by City.
The only external requirements for Fort Worth are the placement of the Portal Page URL within
the City of Fort Worth Website and/or intranet site.
The Initial Term of this Agreement will include all implementation services to create the Fort
Worth Employee Safety Academy. The Initial Term and any Renewal Terms include the City's
ability to access all current and future online training programs, as well as all ongoing
maintenance, training, and support services. The City may identify its needs to include certain
training on the Fort Worth Employee Safety Academy portal, and LocalGov Academy will make
such modifications or customizations to the system to allow desired training to be added to the
portal. Any additional modifications or customizations are at no additional cost to the City.
During the Initial Term and any Renewal Term, LocalGov Academy will provide ongoing
training and technical support to all stakeholders and Administrators to assist in the launch and
deployment of training resources.
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IMPLEMENTATION
The LocalGov Academy will perform a majority of the work in-house. During the
implementation, which will occur during the Initial Tenn, Fort Worth will be responsible for the
final review of the Portal Page launch and placement of the Portal Page link on their website.
Additionally, all project gate reviews will be led and completed by Jeffrey Empante. LocalGov
Academy will provide and arrange for project reviews and launch dates as determined by the
City. Once the project reaches the launch phase, anticipated to be January 2, 2017, or upon the
Effective Date of this Agreement, additional training, as may be requested by City, will be
conducted via webinar and conference call to assist with the program launch and communication.
As part of the Fort Worth Employee Safety Academy project, the LocalGov Academy will be
responsible for performing tasks throughout various stages of this project. The following is a list
of these tasks outlining the millstones during implementation:
Kickoff. COMPLETED prior to Agreement execution
- LocalGov Academy to provide detail list of all Portal Page specs needed for completion
including, graphics and verbiage to be placed on the Portal Page itself.
Design Phase: COMPLETED prior to Agreement execution
- Work with City of Fort Worth to gather requirements and establish metrics
- Create site design based on collected requirements
- Develop site design proposal for City of Fort Worth review and approval
Build Phase: COMPLETED prior to Agreement execution
- LocalGov Academy will complete all coding for approved site design
- LocalGov Academy will include all content provided by City of Fort Worth for
placement on Portal Page site
- LocalGov Academy will resolve any coding and site issues identified in testing
- LocalGov Academy will provide a final review in Development state to present to City of
Fort Worth for review/approval
Implementation Phase: COMPLETED prior to Agreement execution
- LocalGov Academy will provide the City of Fort Worth the newly designed Portal Page site
URL to link on City of Fort Worth Website and/or intranet site.
- LocalGov Academy will assist in the loading of City of Ft. Worth employees into the Online
Training platform
- LocalGov Academy will begin providing ongoing Portal Page support at this point forward
until the end of the period of performance
Content Accuracy for LGA Content
There are 183 LGA courses (not including client custom courses) under the following topics. This does not include
courses we are loading for current year 2017. However we will put them through the same rigorous process. This
includes:
• Review for grammar and content.
• Quality check functionality of audio and video. (Technical)
• Format and length of course (I -hour)
• Objectives and Assessment questions and knowledge check. ( Blooms Taxonomy)
• Appropriate for accreditation ( in Progress)
Page 12 of If
CFW & Praetorian Group, Inc. d/b/a LocalGov Academy Professional Services Agreement —Technology
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LGA Topic Name
Customer Service
EquipmentTraining
Financial Management
Health & Wellness
Human Resources
Information Technology
Management & Productivity
Roadway & Highway
General Safety
(Schools & Educational
(Transit Operations
Water/Wastewater
We will focus on working updating by content topics. Below are the anticipated timelines for each topic.
Training Schedule
Water/Wastewater
General Safety
Human Resources
Transit Operations
Information Technology
Management & Productivity
Customer Service
Equipment Training
Financial Management
Health & Wellness
Roadway & Highway
Schools & Educational
March 20-April 28
May 1-12
May 1-12
May 15-26
May 29-June 9
June 12-June 30
July 3-14
July 17-28
July 17-28
August 1-28
August 1-28
August 1-28
Page 13 of 1$
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EXHIBIT B
PAYMENT SCHEDULE
After the Effective Date of the Agreement, City will make payments in accordance with this
Agreement. Upon completion of the Implementation, City will evaluate the implementation
milestones and sign the form included in Exhibit C as deemed appropriate by City.
NOTE: LocalGov Academy has assumed all risks associated with the Kick-off, Portal Page
Design, build and implementation prior to the finalization of this contract arrangement in an
effort to move the project along without further delay. Upon City's acceptance of the completed
milestones for implementation as demonstrated by executing the form attached to this Agreement
as Exhibit C, LocalGov Academy will invoice the City of Ft. Worth for implementation services
performed during the Initial Term of the Agreement in an amount of $4,000, and one year of
subscription, maintenance, training, and support services in an amount of $45,000 for the Initial
Term of the Agreement.
During any Renewal Term, LocalGov Academy will invoice the City for ongoing annual
subscription, maintenance, training, and support services in an annual amount of $45,000.
The City will pay the invoice within thirty (30) days.
Initial Term:
Implementation $4,000
Annual subscription, maintenance, training, and support services $45,000
Renewal Terms:
Annual subscription, maintenance, training, and support services $45,000
*annual amount during any Renewal Term shall not increase
Page 14 of 11
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EXHIBIT C
MILESTONE / DELIVERABLE ACCEPTANCE FORM
Services Delivered:
Milestone / Deliverable Ref. #:
Milestone / Deliverable Name:
Unit Testing Completion Date:
Milestone / Deliverable Target Completion Date:
Milestone / Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Consultant:
Signature: kl,ftU TakhlU
Printed Name: Kisty�fairchild
Title: Director, Business Development
Date: 5/1 /2017
For Director Use Only
Contracted Payment Amount:
Adjustments, including penalties:
Approved Payment Amount:
Approved by City Department rector:
Signature:
Printed Name: ,an Dickers
Title: Director of Human Resources
Date: C' (k\\l
Page 15 of 1 I
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EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively the
"Network"). Contractor wishes to access the City's network in order to provide the City of Fort Worth employees
with the online training service agreed upon in this contract. In order to provide the necessary support, Contractor
needs access to an employee database, identifying Employee Name, Department, email address and employee Id
numbers.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for
the sole purpose of providing the City of Fort Worth employees with the online training access to the online training
resources identified in this contract. Such access is granted subject to the terms and conditions forth in this Agreement
and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use
Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement
for all purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs
and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will
automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of
completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of
the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will
be associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
X Services are being provided in accordance with the Agreement to which this Access Agreement is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if
the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide
the City with a current list of officers, agents, servants, employees or representatives that require Network credentials
on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or
termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share
the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the
City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement.
A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other
written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for
the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and
pursue any other remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall include all
officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically
notifying all Contractor Personnel who will provide services to the City under this agreement of the following City
requirements and restrictions regarding access to the City's Network:
Page 16 of 1OZ
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(a) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel,
and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited fi•om connecting personally -owned
computer equipment to the City's Network
(c) Contractor Personnel shall protect City -issued passwords and shall not allow any third party to
utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is considered
the property of the City and is subject to applicable state regulations regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any non -City
computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no
longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this
Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination
of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City
from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or
representatives to access the City's Network.
7. Information Securitv. Contractor agrees to make every reasonable effort in accordance with accepted
security practices to protect the Network credentials and access methods provided by the City from unauthorized
disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach
which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned
equipment that contains City -provided access software, termination or resignation of officers, agents, servants,
employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of
Network credentials.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACTOR NAME: PRAETORIAN GROUP,
INC. DB/A LOCALGOV ACADEMY
By: By: �2�y G'11^E 2y1i
san lanis Name: rci�v green
Assistant City Maqager Title: Director, Account Operations
Date: C�_/ ¢ I Z / 1 Date:�n
ATTEST: OF rA
By: V� G
Mary J. Kayser Nan9Q
City Secretary 17
APPROVED S TO FORM AND LEG Y�.
By: � -�qS'
Jessica Sangsv g, Assr tant ity Attorney
M & C: none reduired
Page 17 of 1$
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EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Praetorian Group, Inc. d/b/a LocalGov Academy
Legal Address: 200 Green Street, San Francisco, California 94111
Services to be provided: Safety, Risk Management and Human Resources related online training specifically
written for local government entities.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement, amendment or change order
on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form
in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10)
business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed
Form until it receives a revised Form that has been properly executed by the Company.
Name: Kisty Fairchild
Position: Director of Business Development
kls' � TakhiU
Signature
Name: Tony Green
Position: Director of Account Operations
AnAzJ W r1r& tv
Signature
Name:
Position:
Signature
Name: Alexander S Ford
Signature of President / CEO
Other Title:
Date: 05/01/2017
Page 18 of 18
CFW & Praetorian Group, Inc. d/b/a LocalGov Academy Professional Services Agreement— Technology
Execution Copy 5/1/2017
CSC No. 49046
Memorandum
Date: 5/15/2023
To: City Attorney
To: Cynthia Hume — Sr. Management Analyst
Brenda Ray- Fire Purchasing Manager
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:
Supplier id:
Effective Date:
Lexipol LLC
7000003664
09/01/2022
CSCO: 49046
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.
A-{ d,riiga PhIffics
APPROVED BY: Andrea Phillips (May 15, zdzs 12:50 CDT)
City Attorney
APPROVAL DATE: May 15, 2023
May 15, 2023
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
cD
�P
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
m
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)
o. o
,>,
❑✓ 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)
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
2611 Internet Blvd., Suite 100, Frisco, Texas 75034 (844) 312-9500 www.lexipol.com