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HomeMy WebLinkAboutContract 60577CSC: 60577 protivitie) Global Business Consulting November 8, 2023 City of Fort Worth Attn: City Attorney's Office Crystal Russell 200 Texas St. Fort Worth, TX 76102 Dear Crystal: This letter ("Arrangement Letter") confirms Protiviti Inc.'s ("Protiviti") arrangements with the City of Fort Worth ("Client"), with respect to the City Attorney's Office Project (the "Services"). Proiect Scope and Approach Client desires to engage Protiviti to extract requested data from multi -party productions with limited or no metadata, extract out key data elements, and load into a hosted database platform for review. Protiviti will provide document processing, hosting, document preparation, data extraction, data entry and document review services for Client. The processing and Hosting Services will be provided at the rates set forth below. The Hosting Services are more specifically described Attachment 1 attached hereto. Protiviti's work may consist of the following tasks, but not limited to: 1. Migrating data from Client to Protiviti's Relativity instance 2. Database setup tasks, including layouts, views, and tags 3. Add -In functionality (Custom folders, additional relational items, etc.) 4. Exception and processing reporting 5. Technical issue resolution and troubleshooting of client data 6. Adding/Deleting Users, requesting new passwords 7. Data Ingestion and monitoring 8. Data Exports / Production Processing monitoring 9. Data loading and processing quality management 10. Batch assignments 11. Requests to create and run advanced saved searches 12. Executing workflows based on client requests or designed by advisory services 13. Production documentation, identification, data check, and queuing of documents 14. Search Term / Keyword Development, Refinement, Reporting 15. Identify, Design, Document, Execute, ECA/TAR/Analytics Requirements 16. Quality Control / Verification of searches created, productions, and reports OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protiviti(b Globof Business Consulting Client will perform the following tasks and provide Protiviti the following information: • Ensure that information provided to Protiviti is accurate, complete, and timely and contains no material omissions or errors. • Communicate any issues or changes to the assigned work in a timely manner. • Maintain usual, customary, and reasonable internal controls and procedures. • Maintain overall responsibility for management decisions concerning the project. • Maintain senior management sponsorship for the project. • Acceptance. Client will use reasonable efforts to inform Protiviti of any issues with or disputes over the services related to Document Reviewers and any work product created by the Document Reviewers within ten days of the date services were performed. • Designate internal subject matter experts (SMEs) and make available to work with Protiviti to distill directions and any layered coding logic into reviewer friendly guides. • Provide the Review Guidelines to Protiviti and respond to Protiviti's request for additional information/guidance within 3 business days of receipt. Professional Fees & Exnenses Protiviti will charge for this work based upon the level of experience, expertise and time required for completing this project, plus out-of-pocket expenses and billing processing fees (e.g. VMS). Client acknowledges that Protiviti's work is highly dependent on the availability of Client's personnel, other contractors of Client and other factors beyond the control of Protiviti. Protiviti will use commercially reasonable efforts to assist Client in meeting any stated deadlines but Client acknowledges that despite these efforts, due to such factors beyond Protiviti's control, any stated deadlines and timelines may not be met. Native Data Processing $75 Per GB Data Loading $20 Per GB (Waived for Protiviti processed native data) Case Set -Up: Indexing of all data and creation of new $500 One Time (Per Case Incident) review database Online Hosting in Relativity $15 Per GB/Month User Access Fees $85 Per User/Month Analytics $55 Per GB —Bibliographic Coding $.12-$.15 Per field, per document 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protiviti(D Global Business Consulting LDD (Logical Document Determination) $.05 I Per page Consultant $185 See examples of consulting services above in Section, "Project Scope and Approach" Senior Consultant $225 See examples of consulting services above in Section, "Project Scope and Approach" Manager / Senior Manager $325 See examples of consulting services above in Section, "Project Scope and Approach" Director $385 See examples of consulting services above in Section, "Project Scope and Approach" Managing Director $425 See examples of consulting services above in Section, "Project Scope and Approach" Licensed Attorney $66 Execute work based on Client's criteria and under Document Reviewer Client's direction and supervision Project Lead (Sr. Licensed $85 Execute work based on Client's criteria and under Attorney) Client's direction and supervision *All individuals (i.e., Consultant, Senior Consultant, Senior Manager/Manager, Managing Director/Director, Document Reviewer) providing Services under this Arrangement Letter will be collectively called "Professionals". **Bibliographic pricing will be determined based on the specific fields chosen by Client. Periodically, Protiviti may adjust its fees to reflect (i) pricing changes and rate modifications associated with customary promotions of engagement personnel and (ii) the use of subject matter experts. Such changes will be communicated to you in a timely manner and will apply to Client after such notice. Rates set forth in this Agreement are representative rates for the Services. Different or additional rates may apply to the Services. Protiviti will provide Client with written notice (which includes notice by e-mail) of such different or additional rates. Client agrees to and accepts such different or additional rates by receipt of the Services. In addition to professional fees, out-of-pocket expenses incurred (including reimbursement for use of software and research tools), and billing processing fees (e.g. VMS), a weekly charge of $125 for staffing services personnel technology and knowledge capital usage (applied to professional fees) will be billed to Client. Client shall be responsible for payment of all taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Protiviti's net income. Payment is due upon receipt of invoice. Protiviti will send Client a monthly notice of payment due, but failure to do so will not obviate Client's obligation to make the scheduled monthly payment on time. Should any invoice remain unpaid for more than thirty (30) days after the due date, interest shall be paid at a rate equal to the lower of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law. 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA DocuSign Envelope ID: 6C7A1E28-52CA-4A6E-AEEA-7DF323FC3B36 protiviti- Global Business Consulting Enaauement Team Protiviti engagement leaders will be as follows: • Engagement Managing Director Peter Tierney • Engagement Manager Cynthia Lynn In addition, senior and staff consultants will be used as necessary to complete the work. Protiviti reserves the right to staff the project as it sees fit and according to the personnel available to it. This Arrangement Letter and the terms and conditions set forth in Attachment I (collectively, the "Agreement") represent the entire agreement between Protiviti and Client regarding this engagement, supersede all other oral, written or electronic communications between the parties concerning this engagement, and shall be binding on and inure to the benefit of the parties and their respective successor and permitted assigns. If Protiviti accepts a purchase order initiated by Client on a separate form, it is done as an accommodation only and any terms and conditions contained in that form which vary, amend or supplement the terms and conditions of this Agreement shall be null and void and of no effect. The term "hereunder" shall mean this entire Agreement as a whole unless reference to a specific section of this Agreement is made. In the event of conflict between this Arrangement Letter and the terms set forth in Attachment I, the terms in Attachment I shall govern. This Agreement has been entered into solely between Client and Protiviti, and no third -party beneficiaries are created hereby. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please indicate your acceptance of this Agreement by signing where indicated below and returning it to us. We look forward to the opportunity to assist you in this project. Please contact me at peter.tierney@protiviti.com with any questions regarding this Agreement or the project. Very truly yours, PRO T-kW wdbT, Pa" Tu" By: c Peter Tierney Managing Director AGREED AND ACKNOWLEDGED BY: CITY OF FORT WORTH ✓ &0 1•��.c��rt. By: Valerie Washington(Dec 4, 202310:46 CST) Date: Dec 4, 2023 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitim Global Business Consulting ATTACHMENT I Terms and Conditions to Agreement Dated as of August 23, 2022 Between City of Forth Worth ("Client") and PROTIVITI INC. ("Protiviti") 1. Client Responsibilitv. Client acknowledges that the achievement of any policy, process, model, system or risk management practice depends not only on the design and implementation, but also on the quality, experience and continuity of personnel involved, the diligent ongoing execution of any such policy, process, model, system or risk management practice, and appropriate modifications as changing conditions warrant. Client understands and accepts responsibility for all decisions related to, and implementation and ongoing modification of, policies, processes, models, systems and risk management practice assessments, methods and assumptions, if any, developed in the course of this project. All Deliverables are based upon information made available by Client to Protiviti as of the date such Deliverables are provided to Client. Protiviti has no obligation to update any Deliverable. 2. Responsibility for Internal Controls. Client is solely responsible for establishing and maintaining its own effective internal control system, record keeping, management decision -making and other management functions. Client shall be fully and solely responsible for (i) applying independent business judgment with respect to the Services and the Deliverables, (ii) making any implementation decision related thereto, and (iii) determining further courses of action with respect to any matters addressed in any Deliverable or Service. 3. Reaulated Activitv. Client understands that Protiviti is not a public accounting firm and does not issue opinions on financial statements or offer any attestation services. To the extent required by applicable law (e.g., the U.S. Securities Exchange Act of 1934 and U.S. Securities and Exchange Commission regulations (referred to collectively as the "SEC Rules")), Client (i) acknowledges to Protiviti that it is Client's responsibility to design, establish and maintain a system of internal accounting controls in compliance with applicable laws (including the SEC Rules), including "disclosure controls and procedures" and "internal controls and procedures forfinancial reporting," as each such term is used and defined under the Sarbanes-Oxley Act of 2002, as amended, and the interpretive guidance and regulations relating to such act, and (ii) acknowledges to Protiviti that it is Client's responsibility to make such disclosures with respect to this engagement that are required by applicable laws (including SEC Rules). 4. Authoritative Standards. Client acknowledges that there is no authoritative standard against which risk management, business consulting, and technology consulting practices can be directly compared. In practice, methodologies and approaches vary considerably. New and refined practices continue to evolve and the characterization of policies, procedures or models as sound, "industry standard" or "best" practices is judgmental and subjective. 5. Confidential Information. Each party (the "Recipient") agrees to protect the Confidential Information of the other party (the "Disclosing Party") in a manner consistent with the treatment that Recipient accords its own Confidential Information of a similar nature, and the Recipient agrees to use and reproduce Confidential Information only to perform its obligations under this Agreement, for the discussion and/or evaluation of potential transactions, or for its internal collection, analysis and training purposes. The Recipient may disclose Confidential Information to its employees, agents, and subcontractors, who have a need to know, and employees of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know. The Recipient shall be liable for any use, disclosure or dissemination of Confidential Information by such parties. In addition, unless prohibited by applicable law, Protiviti may disclose Client's Confidential Information to its network of member firms, who may collect, use, transfer, store or otherwise process it in the various jurisdictions in which they operate to facilitate 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protiviti(o Globol Business Consulting the provision of the Services, to comply with applicable law, to check for conflicts, and for any quality, risk management, or financial accounting purposes and other administrative support services. Protiviti shall be responsible to Client for maintaining the confidentiality of such Confidential Information regardless of where or by whom such information is processed on Protiviti's behalf. Confidential Information is any information which is identified by the Disclosing Party at the time of disclosure as being of a confidential nature (including, but not limited to, business plans, products, trade secret processes or methodologies, software, documentation, design specifications, other technical documents and other proprietary rights or information) or that is disclosed to the Recipient under circumstances that would lead a reasonable person to understand that such information is confidential or proprietary in nature. Confidential Information does not include information that (i) is or becomes generally available to the public without breach by Recipient of its confidentiality obligations underthis Agreement, (ii) is received by Recipient from a third party without restriction against disclosure, (iii) was known to Recipient without restriction prior to disclosure, or (iv) is independently developed by Recipient without subsequent use of Disclosing Party's Confidential Information. If Recipient becomes legally compelled (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, Recipient shall (to the extent legally permitted) provide Disclosing Party with prompt prior written notice of such requirement so that discloser may seek a protective order or other appropriate remedy. 6. Distribution of Deliverables. Deliverables or other documents or materials that are provided by Protiviti that are Protiviti-branded or marked as being authored by Protiviti, or Deliverables or other documents or materials that, based on the circumstances, context or any related communications, would lead a reasonable reader to understand that Protiviti produced, authored or contributed to such Deliverables, documents or materials (collectively, "Branded Deliverables") are for the use and benefit of Client only and not for any other party (each a "Third Party"), including, but not limited to, Client's affiliates, shareholders, business partners, contractors or advisors. If Client desires to disclose Branded Deliverables, or make reference to Protiviti, to any Third Party (other than Client's legal counsel and external auditors who need access to such information and who have agreed to keep such information confidential), Client will obtain Protiviti's prior written approval and, if requested by Protiviti, obtain from such Third Party a non -disclosure agreement and release in a form satisfactory to Protiviti. Protiviti accepts no liability or responsibility to any Third Party who benefits from or uses the Services or gains access to any Deliverables, including, but not limited to, Branded Deliverables. Because Protiviti accepts no liability to any Third Party with respect to the Services or Deliverables, including, but not limited to, Branded Deliverables, Client agrees to indemnify, defend and hold Protiviti, its affiliates, directors, officers, employees, vendors, and contractors ("Protiviti Parties") harmless from and against any and all losses, damages or liabilities (including costs, expenses and reasonable attorneys' fees) resulting from or related to a Third Party claim, regardless of the legal theory asserted, arising in any manner out of or in connection with the Services or Deliverables, including, but not limited to, Branded Deliverables. The Protiviti Parties are entitled at their election to retain separate counsel; provided that it shall be at their own cost and expense, except where the need for separate counsel arises from a conflict of interest. 7. No Third-Partv Beneficiaries. This Agreement has been entered into solely between Client and Protiviti, and no third -party beneficiaries are created hereby. 8. Responsibility for Information. Protiviti shall be entitled to rely on all information provided by, and the decisions and approvals of, Client in connection with Protiviti's work hereunder. Client hereby releases Protiviti and its personnel from any liability and costs relating to the Services to the extent that such liability and costs are attributable to any information provided, or decisions or approvals made, by Client personnel that were not complete, accurate or current. In addition, Client has the sole responsibility for (and any liability associated with) the selection and retention of the vendor (the "Vendor") providing the services to upload, store and transmit data between Protiviti and Client. PROTIVITI HAS NO LIABILITY 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitiO Global Business Consulting OR RESPONSIBILITY FOR ANYTHING ARISING OUT THE SERVICES PROVIDED BY THE VENDOR AND MAKES NO WARRANTIES WITH RESPECT TO THE VENDOR'S PRODUCTS OR SERVICES. 9. Services. Changes to any Services must be agreed upon by Protiviti and Client and will not be considered effective unless and until both parties agree in writing to an amendment. Client shall reimburse Protiviti for any fees or expenses (including, but not limited to, legal expenses) reasonably incurred by it in connection with providing evidence in, or preparing to serve or serving as a witness with respect to, any lawsuits, investigations, claims or other proceedings in any way connected with, or related to, the Services. 10. Indemnification. Protiviti and Client shall indemnify, defend and hold harmless the other party for any losses for bodily injury or damages to real property resulting directly from the indemnifying party's negligence or willful misconduct. 11. Limitation of Liabilitv. Notwithstanding anything to the contrary in this Agreement, Client and Protiviti agree that, regardless of the legal theory asserted (including, but not limited to, breach of contract, warranty, negligence or tort): (i) Protiviti's entire liability to Client or any person asserting claims on behalf of or in the name of Client will not exceed in the aggregate, for all claims, liability, losses, damages or expenses, the total amount of fees paid to Protiviti hereunder with respect to the engagement hereunder provided that this subsection (i) shall not apply to Protiviti's indemnification obligations under this Agreement; and (ii) neither party shall be liable to the other party or any person asserting claims on behalf of or in the name of the other party for consequential, indirect, incidental, punitive or special damages of any nature suffered by Client or Protiviti (including, but not limited to, lost profits or business opportunity costs), even if the parties have been advised of the possibility of such damages, provided that this subsection (ii) shall not apply to any indemnification obligations under the Agreement. 12. Enaaaement Team Restrictions. If for any reason any of the employees or subcontractors designated in the Arrangement Letter portion of this Agreement is not able to complete this engagement, Protiviti will provide employees or subcontractors with similar qualifications and experience to complete the assignment. For a period commencing as of the date of this Agreement and ending one (1) year from the date that a Protiviti employee or subcontractor personnel stops providing Services to Client under this Agreement, neither Client nor any of its affiliates shall hire or solicit such individual. If Client or an affiliate hires or solicits any such Protiviti employee within the proscribed time period above, Client shall pay Protiviti a fee equal to the annual salary of such individual as liquidated damages. If Client or an affiliate hires or solicits any Protiviti subcontractor personnel within the proscribed time period above, Client shall pay Protiviti a fee equal to thirty percent (30%) of such subcontractor personnel's proposed annual compensation with Client or its affiliate, including bonuses, as liquidated damages. 13. Workspace. Client shall provide workspace for Protiviti personnel at its work sites, as well as occasional administrative support services related to the Services. Client shall provide Protiviti personnel with safe working conditions and any necessary safety orientation and security access for work on Client's premises. In the event the Client is unable to provide reasonable workspace, Protiviti will secure appropriate space and charge Client for such expenses. 14. Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, PROTIVITI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitim Global Business Consulting 15. Publicity. Neither party shall use the name of the other party, in part or whole, or any of their trademarks or trade names without the other party's prior written approval. Notwithstanding the foregoing, Client consents to Protiviti's use of Client's name and a general description of the Services to be performed by Protiviti under this Agreement in resumes and proposals. 16. Proi3rietary Riqhts in Deliverables. Subject to the terms of this Agreement, including Section 6 (Distribution of Deliverables) and Client's fulfillment of all payment obligations hereunder, Protiviti agrees that Client shall own the copyright in the Deliverables if and to the extent the Arrangement Letter specifies the Deliverables as being owned by the Client, excluding any Protiviti Proprietary Materials (as defined below) and any third -party content that is incorporated into the Deliverables ("Client Owned Deliverables"). To the extent the Deliverables are not specified in the Arrangement Letter as Client Owned Deliverables, the parties acknowledge and agree that the Deliverables are Protiviti Proprietary Materials (as defined below). Client acknowledges that as part of performing Services, Protiviti may utilize, develop, license or purchase proprietary copyrights, patents, trade secrets, software, ideas, concepts, know-how, tools, models, processes, methodologies and techniques (including any derivatives, enhancements or modifications thereto)(which Protiviti originates, develops or purchases or licenses prior to or during the provision of Services) (collectively, "Protiviti Proprietary Materials"). Client acknowledges and agrees that Protiviti retains all right, title, and interest in the Protiviti Proprietary Materials, including all intellectual property rights therein or related thereto. Subject to the terms of this Agreement, including Section 6 (Distribution of Deliverables) and Client's fulfillment of all payment obligations hereunder, Protiviti grants and Client accepts a nonexclusive, nontransferable license to use the Protiviti Proprietary Materials within the Client only and solely to the extent necessary to make use of the Deliverables as contemplated by this Agreement. 17. Termination of Agreement. Either party may at any time and without cause terminate this Agreement by providing 30 days' prior written notice of termination to the other party. The rights and obligations set forth in Sections 5, 6, 8, 9, 10, 11, 12, 14, 15, 16 and 17 shall survive termination of this Agreement. In the event of such termination, Client will pay Protiviti for all services rendered and expenses incurred by Protiviti through the date of termination. After conclusion of the work contemplated herein or the termination or expiration of this Agreement, for so long as Client and Protiviti are actively negotiating a new agreement for Protiviti's provision of additional Services to Client that are substantially similar to those provided under this Agreement, the provisions of this Agreement, including any payment terms, shall apply to such Services provided by Protiviti prior to the finalization of such new agreement. 18. Governing Law. This Agreement and the rights and duties of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws provisions. 19. Notice. Unless otherwise specified in the Agreement, all notices or other communications required or desired to be sent to either party shall be in writing and sent by first class mail, postage prepaid, by next - day courier or by facsimile, to the attention of the person identified below, at the address shown below or to the facsimile number shown below. Either party may change such person, address or facsimile number by written notice to the other party. Notice shall be effective on the fifth (501) business day after mailing, on the first (1 st) day after the date of sending via next -day courier, or on the date of transmission if sent by facsimile (provided that notice shall be effective on the first (1st) business day following the date of transmission if transmission is effected on a non -business day). 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitim Global Business Consulting Protiviti: Protiviti Inc. Attn: Peter Tierney Managing Director 600 Travis St 81h Floor Houston, TX 77002 Facsimile: 713-314-4900 cc: Protiviti Inc. Attn: Legal Department 2613 Camino Ramon San Ramon, CA 94583 Client: City of Fort Worth Attn: Crystal Russell 200 Texas St. Fort Worth, TX 76102 Facsimile: 817-392-8359 20. Assignment. Neither Protiviti nor Client may assign this Agreement, by operation of law or otherwise, without the prior written consent of the other party. Any assignment in violation of this provision shall be deemed to be null and void. 21. Business Practices. Each party agrees to comply with all equal employment opportunity laws applicable to the party, including, but not limited to, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Americans with Disabilities Act, the affirmative action requirements of Executive Order 11246, the Rehabilitation Act of 1973, as amended, and the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended. Client authorizes Protiviti and its affiliated entities (and their successors and assigns and contractors) to store and use Client's business contact information wherever they do business, in connection with Protiviti's and its affiliated entities' services and in furtherance of Protiviti's and its affiliated entities' business relationship with Client. Client is responsible for obtaining any consent necessary for such authorization. 22. Force Maieure. Neither party shall be liable for any default or delay in the performance of its obligations (except for payment obligations) under this Agreement if such default or delay is caused by an act of God or other circumstance outside the reasonable control of the party, including, but not limited to, fire, flood, earthquake, natural disasters or other acts of God, terrorist acts, riots, civil disorders, freight embargoes, government action, or the like. 23. Severability. If any term of the Agreement is found to be illegal, invalid or unenforceable under applicable law, such term shall be excluded to the extent of such illegality, invalidity or unenforceability; all other terms of this Agreement shall remain in full force and effect; and, to the extent permitted and possible, the illegal, invalid or unenforceable term shall be replaced by a term that is legal, valid and enforceable and that comes closest to expressing the intention of such illegal, invalid or unenforceable term 24. Waiver. No waiver shall be deemed to have been made by either party unless it is expressed in writing and signed by the waiving party. The failure of either party to insist in any one or more instances upon strict performance of any of the terms of provisions of this Agreement, or to exercise any option or election herein contained, shall not be construed as a waiver or relinquishment for the future of such terms, provisions, option or election, and no waiver by either party of any one or more of its rights or remedies under this Agreement shall be deemed to be a waiver of any prior or subsequent rights or remedies hereunder or at law. 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivi 10 Global Business Consulting 25. Headings and Interpretation. The section headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. All parties hereto have participated substantially in the negotiation and drafting of this Agreement and each party hereby disclaims any defense or assertion that any ambiguity herein should be construed against the drafter of the Agreement. 26. Reaulatory Compliance. Client acknowledges and agrees that it is responsible for its own legal representation and guidance related to the Services or Deliverables, and that it will consult its own legal resources before acting upon any Services or Deliverables. Client further acknowledges and agrees that Protiviti is not a law firm and is not providing legal advice or analysis and that Protiviti has not engaged legal counsel with respect to the Services or Deliverables. 27. Export Control Laws. Client hereby acknowledges and agrees that the Services and/or Deliverables may be subject to applicable export control and trade sanction laws, regulations, rules and licenses ("Export Control Laws"). Client shall comply with the Export Control Laws and agrees that it alone is responsible for ensuring its compliance with Export Control Laws. 28. CCPA Compliance. In the event that Client provides Protiviti personal information of a consumer, Protiviti shall be deemed, and shall serve in the limited capacity of, a service provider on behalf of Client solely to perform its obligations under this Agreement. Protiviti agrees that with regard to such personal information, Protiviti will not (1) collect, sell or use the personal information, except as necessary to perform the business purpose, (2) retain, use, or disclose personal information for any purpose other than for the specific purpose of Protiviti's performance under this Agreement; and (3) retain, use, or disclose Personal Information outside of the direct business relationship between Protiviti and Client. For purposes of this paragraph, "personal information", "consumer", "service provider", "business purpose", "sale" and the correlative "sell" have the meaning set forth in the California Consumer Privacy Act of 2018. Protiviti certifies that it understands and will comply with these obligations 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protiviti (D Globol Business Consulting LEGAL CONSULTING CORE TERMS SUPPLEMENT Notwithstanding anything stated to the contrary in the Agreement and/or the Statement of Work, the parties agree that these terms and conditions shall take precedence, control and govern the contractual agreement of the parties. a. Project Oversight. The ultimate responsibility (i) as to the accuracy and sufficiency of Protiviti's approach and the processes used by Protiviti, (ii) for providing Protiviti with appropriate and sufficient guidelines, instructions, management and performing quality assurance reviews of the Services and (iii) for the nature, extent, and timing of Protiviti's procedures performed, in each case, rests with Client. b. Acceptance. Client must inform Protiviti of any issues with or disputes over the Services and any work product created by the Services within 10 days of the date Services were performed ("assessment period"). In the event Client does not complete an assessment of the Services or Client fails to provide Protiviti written notice of any disputes within this assessment period, the Services will be deemed automatically approved and accepted. In the event the Services are not approved, such services will be remediated, if so requested by Client, on a time and material basis at the hourly rates listed in this JAL. c. Personnel. Protiviti may utilize personnel from its parent company (Robert Half International, Inc.) or other affiliates in the performance of Services hereunder and such an arrangement shall not be deemed a subcontractor relationship. Protiviti will provide a roster of the Protiviti and parent company or affiliate personnel performing Services to the Client in order for the Client to run a conflict check. d. Estimates. If Protiviti provides any estimates to Client related to the fees, costs, or services included in this JAL, it is agreed that said estimates are supplied for informational purposes only to assist Client in assessing timelines and budgets. It may also be used by Client to evaluate the assignment of tasks among Protiviti and Client personnel who are providing the Services. The total number of hours and the total dollar amounts provided by Protiviti are estimates only and may change depending on the hours requested by the Client, the complexity of the work, changes in scope, and other unknown factors. 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitim Global Business Consulting DOCUMENT REVIEW SUPPLEMENT Notwithstanding anything stated to the contrary in the Agreement and/or the Statement of Work, the parties agree that these terms and conditions are added to and incorporated into the Legal Consulting Core Terms Supplement as if stated therein. Document review (deploying legal professionals) 1. Supervision. "Document Reviewers" means the individuals that will provide document review services under this JAL. Client shall provide day-to-day supervision, oversight, and direction of the Document Reviewers. 2. Project Attorneys. For Document Reviewers that are licensed attorneys ("Project Attorney"), such Services will be performed under Client's control, supervision, guidance and direction of an employee or partner of Client's firm or company who is licensed, or otherwise authorized, to practice law in the state where the Services are being performed, and will consist of the Services set forth in the JAL, in each case, to assist Client in rendering legal advice in connection with the Services. Protiviti is not a law firm. Client will not permit or require the Project Attorneys to directly represent any person in a legal matter, sign pleadings, affidavits, correspondence with court officials, terms sheets or settlement agreements, appear as the primary attorney of record in any legal proceeding or render legal opinions on behalf of Protiviti, Client or any other party while on the engagement. Client will determine that the Project Attorney has the requisite skill level, furnish all necessary resources to the Project Attorney, and take all appropriate steps to protect client confidential information without any participation by Protiviti. Client will consult with each proposed Project Attorney prior to any assignment to determine that any previous services performed by the Project Attorney will not create a conflict of interest, risk disclosure of client confidential information or present any other ethical problem. If Client determines that such a conflict of interest or other ethical problem exists, Client will inform Protiviti immediately, and Protiviti will provide a replacement attorney with no charge for the time spent by the original Project Attorney participating in this preliminary ethical determination. The hourly fees paid to Protiviti under this JAL are solely for locating, recruiting, interviewing, and placing Project Attorneys and no portion of such amount is deemed to represent legal fees paid to Protiviti.] 3. Quality Check. Client will provide a quality check of the Services within three (3) days of the date the Services are performed. In the event that quality check is not performed, the method and reviews used by Protiviti (including but not limited to Protiviti's personnel) will be considered automatically accepted. Client has the sole responsibility for the final review and approval of the Services and any work product created by the Services, including review and coding/tagging of documents by Protiviti personnel. Warranty. Client represents, warrants, and agrees that Client's use of the eDiscovery software and infrastructure and document review platform provided by Protiviti, if any, is subject to the terms and conditions of the applicable agreement between Protiviti and its third -party vendor. Client further represents and warrants that Client's in-house counsel and/or outside counsel are sufficiently experienced in eDiscovery processes and litigation support services so as to direct and supervise Protiviti personnel on the Project. Client acknowledges and agrees that its legal counsel will determine the manner in which the Project is to be handled and the processes to be implemented to accomplish the tasks assigned. Client hereby waives any claims against, and releases, Protiviti of any liability for the strategy implemented or the processes used in the Project and acknowledges 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protiviti(D Globol Business Consulting that any such dispute lies with counsel and not Protiviti. Protiviti agrees to work collaboratively with legal counsel designated by Client.] 5. Delays. Client is responsible for providing Protiviti with a two (2) day advance written notice in the situation where the Services of Protiviti personnel must be temporarily halted for any reason. Ina situation where Client does not provide adequate notice, Protiviti will charge Client for the minimum reportable time as required by law for each of Protiviti's personnel reporting to work under the JAL. 6. Remote Work If Protiviti's personnel will provide services to Client remotely (i.e., from a location other than Client), Protiviti's personnel shall use a laptop and/or other computer or telecommunications equipment provided by Protiviti (the "Equipment"). Client acknowledges and agrees that Protiviti shall have no control over (i) the logical or physical performance, reliability or security of any devices provided by Client, network accessibility and availability, software and e-mail accounts of Client (collectively, "Computer Systems") used by the Protiviti's personnel, or (ii) the security or integrity of, nor be responsible for backing up, the data and other information stored therein or transmitted thereby. Client shall not permit Protiviti's personnel to use Protiviti's Equipment while on Client's premises. Client agrees that Protiviti shall not be liable for any loss, damage, expense, harm, business interruption or inconvenience resulting from the use of such Computer Systems to provide the services to Client. Protiviti E-mail Client acknowledges that Protiviti will, at Client's request, be providing its personnel with an e-mail account through a third -party provider. Client further acknowledges that it, Protiviti's personnel and others participating in this assignment may correspond or convey information (including data, confidential information, or intellectual property) via these e-mail accounts and that Protiviti has no control over the performance, reliability, availability, or security of these e-mails. Client takes full responsibility for use, storage, and loss of all information (including data, confidential information, or intellectual property) sent through such a -mails during the course of this assignment. Client understands and agrees that Protiviti will not have access to, or the ability to retrieve or recreate any such e-mails. Client agrees that Protiviti shall not be liable for any loss, damage, expense, harm, or inconvenience resulting from the use of such e-mail accounts. 8. Overtime. Client will approve a time sheet or electronic time record at the end of each week for Document Reviewers only. Legally required overtime (federal law requires in excess of 40 hours a week, state law varies) will be billed at one and one half (1'/) times the normal billing rate and legally required double time will be billed at two times the normal billing rate.] 9. Engagement Team Restrictions. If for any reason any of the employees or subcontractors designated in the Arrangement Letter portion of this Agreement is not able to complete this engagement, Protiviti will provide employees or subcontractors with similar qualifications and experience to complete the assignment. For a period commencing as of the date of this Agreement and ending one (1) year from the date that a Protiviti employee or subcontractor personnel stops providing Services to Client under this Agreement, neither Client nor any of its affiliates shall hire or solicit such individual. If Client or an affiliate hire or solicit any such Protiviti employee within the proscribed time period above, Client shall pay Protiviti a fee equal to the annual salary of such individual as liquidated damages. If Client or an affiliate hires or solicits any Protiviti subcontractor personnel within the proscribed time period above, Client shall pay Protiviti a fee equal to thirty percent (30%) of such subcontractor personnel's proposed annual compensation with Client or its affiliate, including bonuses, as liquidated damages.] 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitim Global Business Consulting 10. Suspension of Services. Client acknowledges and agrees that Protiviti shall have the right to suspend Services, without liability, for Client's failure to pay invoices in full by their date due. Client shall not have any right of access to or use of the data during any suspension period. Any costs incurred by Protiviti to maintain the data during any period of suspension shall be at the sole cost and expense of Client. To avoid suspension, in the event of a good faith dispute, Client may pay the invoices under protest, citing the reason(s) for its dispute and such action shall preserve Client's dispute but maintain its right of access to the data. Notwithstanding anything stated to the contrary in the JAL in the event Protiviti determines, in its sole discretion, that instructions provided by Client to perform the Services are insufficient, the parties agree Protiviti may suspend Services, without any liability, upon written notice to Client (email sufficient). 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitio Global Business Consulting DATA PROCESSING, COLLECTIONS AND HOSTING SUPPLEMENT Notwithstanding anything stated to the contrary in the Agreement and/or the Statement of Work, the parties agree that these terms and conditions are added to and incorporated into the Legal Consulting Core Terms Supplement as if stated therein. a. Client Materials. Client warrants that it has secured all necessary rights and approvals required for Protiviti's use of the machines, equipment, hardware, media, devices, servers, products, materials, information and data that Client provides to Protiviti for Protiviti's performance of the Services (the "Client Materials"), and Client agree that Protiviti (and its subcontractors) may use the Client Materials to provide the Services. The parties shall mutually agree as to the manner and method for delivering the Client Materials required for the Services to Protiviti, including the manner and method for clearly identifying and tracking the Client Materials delivered to Protiviti. Client acknowledges that the amount of Client Materials to be delivered, if any, at any given time during a Service will be subject to Protiviti's approval, in its sole discretion. At any time during the term of this JAL, Client agrees to promptly remove or have removed on Client's behalf any and all Client Materials that Protiviti advises have been reviewed and are no longer necessary for performance of Services. Client acknowledges that no media is 100% reliable and that the Client Materials may be damaged, degraded, or defective prior to Protiviti's receipt thereof or while in Protiviti's possession. Protiviti agrees to work with Client to attempt to repair any media that is found to be damaged, degraded, or defective at the hourly rates set forth in the JAL. b. Disposal / Return of Client Materials. At the termination of any Service or at the termination of this JAL, Client must arrange to have all of the Client Materials and data picked up from Protiviti or electronically delivered to Client no later than the last day of Services. If the Client Materials are not retrieved within one week of the last day of Services, Client acknowledges and agrees that Protiviti may, in its sole discretion, elect to: (1) relocate and/or store the Client Materials at Client's sole cost and expense, (2) arrange to have an independent third party pick-up and deliver the Client Materials to Client and all costs associated with such delivery will be charged to Client, or (3) delete, destroy and/or render unusable the Client Materials. If Protiviti elects to delete the materials, Protiviti may permanently delete the Client Materials off its servers, media or devices. After one week has passed, the deletion, destruction and / or rending unusable process may occur immediately and Protiviti will have no responsibility for retaining or providing access to the Client Materials at a later date. There is no charge for deleting Client Data. Protiviti will not be liable for any loss or damage to such Client Materials nor shall Protiviti be responsible for the confidentiality of such Client Materials. c. Hosting Terms DEFINITIONS. "Authorized Users" means those individuals designated by Client as authorized to access and use the Services. Authorized Users shall be designated in writing by Client or its authorized agent. Authorized Users may be changed from time to time by Client, or its authorized agent, by notifying Protiviti in writing. The Client agrees to pay additional fees for any increases in the number of Authorized Users each month. An individual is counted as an Authorized User regardless of any 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitim Global Business Consulting actual use, or duration or frequency of use, and regardless of whether any such individual's access is terminated (also called "disabled") before the month ends. "Database" means any computer database consisting of Client Material that is made accessible by Protiviti to Client and its Authorized Users pursuant to this JAL. ID" means Authorized Users identification code and password for accessing and using any Database. "Law" shall mean all applicable laws. "Protiviti Hosting Site" means the URL that allows Client to access the Client Materials, Database and Software via the web. "Software" means any software provided by Protiviti and maintained and made accessible to Client and its Authorized Users pursuant to this JAL. Software may be provided by third parties. "URL" means the address of a Protiviti Hosting Site on the Internet. HOSTING SERVICES. Protiviti will host, store, and allow Client to access Client Materials during the term of the JAL ("Hosting Services"). Client Materials will be accessible via a Database and may be accessed through the Protiviti Hosting Site. Client Materials that require review and analysis will be accessed using Software accessible from Protiviti Hosting Site. The use of the Protiviti Hosting Site (and the Database and the Software) is subject to the terms set forth below: a. Protiviti grants Client a non-exclusive, non -transferable, non-sublicensable license ("License") to use the Protiviti Hosting Site (and the Database and Software) subject to all terms of this JAL, and Client hereby accepts such grant and agrees to comply with all provisions of this JAL. b. The License is limited to the modification of, review of, and access to the Client Materials, which will be accessed through the Protiviti Hosting Site. Protiviti will provide to Client all ID's necessary for Client to gain such access. Client will not, and will ensure that the Client's personnel do not, break, bypass or circumvent, or attempt to break, bypass, or circumvent, any security system of the Protiviti Hosting Site, the Software or the Database or obtain, or attempt to obtain, access to any Protiviti Confidential Information or systems or equipment, except as expressly permitted hereunder. C. Client shall designate, in writing, those persons initially authorized by Client to access the Database by delivering a list of Authorized Users to its Protiviti account representative. Upon receipt of the list of Authorized Users, Protiviti will provide to the Authorized Users or to the Client an ID. Thereafter, Client may, from time to time, designate additional persons authorized by Client to access the Database by delivering, in writing, to its Protiviti account representative a list of such additional Authorized Users. All persons so authorized by Client to access the Database will be deemed Authorized Users unless and until such authorization is withdrawn by Client in writing. 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitim Global Business Consulting d. If Client desires to cancel any previously given authorization, it shall designate the Authorized Users whose authorization is being canceled, in writing, to its Protiviti account representative. Protiviti will discontinue making the Database available to any Authorized Users so designated as soon as practicable. e. Protiviti will use commercially reasonable efforts to secure and protect Client Materials from unauthorized access. Client's access to any Database and Services will be limited to Client's Authorized Users. Client is responsible for all charges incurred by Authorized Users. Client and Authorized Users are responsible for maintaining the security and confidentiality of any ID's assigned to Authorized Users. Protiviti is not responsible for and shall not be liable in any way for any acts or omissions by Client or Authorized Users, including, but not limited to, acts or omissions that result in any unauthorized access to any Database, Services, or the Client Materials. f. Any rights, including, but not limited to, any intellectual property rights, not expressly granted to Client hereunder are retained by Protiviti or its vendors, including, but not limited to, any patent rights. g. For maintenance, backups, software upgrades and other administrative purposes, the Services, Protiviti Hosting Site, Software, Client Materials, and any Database may be taken offline from time to time. h. Client shall not cause or permit unauthorized copying, reproduction, or disclosure of any portion of any Database or Software or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of Protiviti. This restriction shall continue to bind Client and its agents and representatives beyond the termination of this JAL. i. Client is not authorized to, and shall not, make any warranty, guarantee or representation on behalf of Protiviti respecting the Services to third parties. j. HOSTING SERVICES ARE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN USING THE INTERNET AND ELECTRONIC COMMUNICATIONS. PROTIVITI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER CLAIMS, LOSSES OR DAMAGES RESULTING FROM SUCH PROBLEMS. IN ADDITION TO THE DISCLAIMERS OF WARRANTIES IN THIS JAL, PROTIVITI MAKES NO WARRANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY CLIENT MATERIALS SUBMITTED TO, VIEWED THROUGH, OR RETRIEVED FROM, THE HOSTING SERVICES. PROTIVITI DOES NOT WARRANT THAT: (A) THE HOSTING SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR -FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) ANY CLIENT MATERIALS WILL BE ACCURATE, RELIABLE, OR RETRIEVABLE; (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN EXCHANGE FOR THE CONVENIENCE AND COST SAVINGS OF USING THE INTERNET AND ELECTRONIC COMMUNICATIONS TO CONNECT WITH PROTIVITI 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitio Global Business Consulting HOSTING SITE FOR HOSTING SERVICES, CLIENT HEREBY AGREES NOT TO ASSERT ANY OF THE FOREGOING SORTS OF CLAIMS, LOSSES, OR DAMAGES AGAINST PROTIVITI. CLIENT ACKNOWLEDGES THAT THE PLACEMENT OF CLIENT MATERIALS ON PROTIVITI HOSTING SITE HAS THE RISK OF HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS AND LOSSES, AND EXPRESSLY ASSUMES ALL RISK WITH RESPECT THERETO. RESTRICTIONS ON USE, TRANSFERS, AND OTHER MATTERS. Client shall use and access the Database and Software from within the United States or Canada. Except as expressly permitted in this JAL, Client shall not, directly or indirectly (through any other party), during the term of the JAL or thereafter, engage or permit any other person or party to engage in any of the following actions: a. Use or access the Database, Software or Services for any improper purpose or purpose not permitted hereunder, including, but not limited to: (i) interfering with or disrupting the integrity or performance of the Services, Software, or the improper use of Client Materials therein; or (ii) attempting to gain unauthorized access to the Services, Database or Software. b. Transfer the License, or any right or interest in provided within this JAL, including, but not limited to, providing a sublicense, timeshare, assignment, mortgage, pledge, encumbrance, or transfer by operation of Law or otherwise, to any other person or party. C. Make copies of the Software, publish, or distribute the computer images, graphical interfaces, sound files, or fonts included with the Software. d. Use any of the computer images related to identifiable individuals or entities in a manner which suggests their association with or endorsement of any product or service. e. Reverse engineer, decompile, disassemble, modify, translate, or make any attempt to: (i) discover the source code of, or create derivative works from the Software, (ii) build a competitive product, (iii) build a product using similar ideas, features, functions, or graphics, or (iv) copy any ideas, features, functions, or graphics. If at any time, Client or anyone else makes any modification to the Software, whether authorized or unauthorized, such modification shall be considered derivative works and owned by Protiviti or its applicable third -party vendor. Take any actions, including the use of any other software and/or hardware, which would have the effect of reducing the amounts to be paid under this JAL based on the number of Authorized Users, including arrangements: (i) for circumventing the features contained in the Software for tracking the number of Authorized Users, or (ii) for multiplexing or sharing individuals' access to and/or use of the Software through middleware, transaction servers, multi -tiered architectures, or other methods. Protiviti and its third -party vendors own and shall continue to own all right, title, and interest in and to all intellectual property and other proprietary rights related to the Services, Database, Software, and all modifications, enhancements, updates, and derivative works, and any suggestions, ideas, enhancement request, feedback, recommendations, or other information provided by Client or any 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitim Global Business Consulting other party relating to the Services, Database or Software. CLIENT SHALL RETAIN, PRESERVE, AND NOT COVER-UP OR OBSCURE, ANY TRADEMARK, TRADE NAME, COPYRIGHT NOTICE OR OTHER PROPRIETARY NOTICE ON ANY TRAINING MANUALS OR OTHER DOCUMENTATION PROVIDED BY PROTIVITI. THE LICENSE IS LIMITED TO THE EXECUTION OF OBJECT CODE AND DOES NOT INCLUDE ANY LICENSE TO ACCESS ANY SOURCE CODE. TERMINATION. If Client breaches any of the above terms, Client agrees that the License may immediately be revokable at Protiviti's sole discretion. Upon termination of this JAL for any reason: (a) the License shall thereupon terminate; and (b) Client will immediately discontinue access to, and use of, the Protiviti Hosing Site, Services, Database and Software. 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitie) Global Business Consulting ADDENDUM TO ARRANGEMENT LETTER BETWEEN THE CITY OF FORT WORTH AND PROTIVITI, INC. This Addendum to the Arrangement Letter ("Addendum") is entered into by and between Protiviti, Inc. ("Consultant") and the City of Fort Worth ("City"), collectively the "Parties," for document processing, hosting, document preparation, data extraction, data entry and document review services. The terms and provisions of Addendum shall control to the extent there is a conflict between the terms and conditions of this Addendum and the terms and conditions of the Arrangement Letter. The Contract documents shall include the following: 1. The Arrangement Letter; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Arrangement Letter (hereinafter the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective upon the signing of the Agreement by an Assistant City Manager of the City (the "Effective Date") and shall expire December 31, 2024, unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. 2. Compensation. Total compensation under the Agreement will not exceed One Hundred Thousand Dollars and no cents ($100,000.00). City will pay Consultant in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code). Consultant will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Consultant not specified by this Agreement unless City first approves such expenses in writing. 3. Termination. a. Written Notice. Either City or Consultant may terminate the Agreement at any time and for any reason by providing the other party with 30 days' written notice 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitio Global Business Consulting of termination. Upon written notice, Consultant will cease providing all document processing, hosting, document preparation, data extraction, data entry and document review services, as described in more detail in the attached Arrangement Letter. b. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and the 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. C. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Consultant shall make available or provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall make available or return all City provided data to City in a machine-readable format or other format deemed mutually acceptable to the Parties. 4. Law and Venue. The Agreement will 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 the Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self - insured status as requested by Consultant. 6. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 7. Liability 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protiviti(D Global Business Consulting a. To the extent the Agreement, in any way, requires City to indemnify or hold Consultant or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. b. Liability from one party to another shall be limited to the amount payable under this Agreement, including any amendments, but shall in no way impact indemnity obligations as discussed herein. 8. Indemnification a. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL OF CONSULTANT'S EMPLOYEES AND AGENTS, 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. CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND 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 CONSULTANT'S PROPERTY DAMAGE OR PROPERTY LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS ARISING FROM SUCH PROPERTY DAMAGE OR LOSS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL OF CONSULTANT'S EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, TO THE EXTENT CAUSE BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. 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. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Consultant. It will be the responsibility of Consultant 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. 10. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protivitio Global Business Consulting 11. Riaht to Audit. Consultant agrees that City shall, up to once per calendar year and until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to the Agreement. Consultant agrees that City shall have access during normal working hours to all necessary Consultant facilities that directly support the Services provided to the City and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section, provided that such audit will not unreasonably interfere with Consultant's business activities and that such facility access shall be subject to Consultant's reasonable policies and practices then in effect for site visits and audits to maintain the security of Consultant's site and the confidentiality of information which is proprietary and confidential to Consultant or its clients. City shall give Consultant reasonable advance notice (which in no event will be less than ten business days prior notice) of intended audits. (signature page follows) 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA protiviti(D Global Business Consulting ACCEPTED AND AGREED: CITY: City of Fort Worth By:..o„ Name: Valerie Washington Title: Assistant City Manager Date: Nov 30, 2023 Approval Recommended: By: Name: Leann Guzman Title: City Attorney Attest: 0 9 nabs � 0� pORT�pd ° ° ? °o o°tee o9-�d PVo o=o By: 11�,� pO�Il� �E4A54 .y b >� Name: Jannette S. Goodall Title: City Secretary CONSULTANT: 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA 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. By:� Name: Cr�tal D. Russell Title: Sr. Administrative Assistant Approved as to Form and Legality: By: 9—a- Name: Jessika J. Williams Title: Assistant City Attorney Contract Authorization: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 6C7A1E28-52CA-4A6E-AEEA-7DF323FC3B36 protivitio Global Business Consulting Protiviti Inc. Doeuftnad by: EP" Tz By: mminAopragrr Name: Peter Tierney Title: Director Date: 1Maln��ng 888 Seventh Avenue, Suite 1300, New York, NY 10019 USA FORTWORTH. CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Requesting Department: Name of Contract Manager: Department's Attorney: Item or Service sought: Goods: Service: Anticipated Amount: Vendor: Section 1: General Information City Attorney's Office Crystal D. Russell Jessika Williams Click or tap here to enter text. $100,000.00 Protiviti Inc. Current/Prior Agreement for item/service CSC or Purchase Order # Amount: Projected M&C Date: Yes ❑X CSC 58838 $100,000.00 N/A No ❑ How will this item or service be used? Data processing and extraction, document preparation, and hosting of litigation related discovery documents. Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ElNo If yes, please provide requisition number or brief explanation of contact with Purchasing Division: Click or tap here to enter text. Page 1 of 6 Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole -source exemption, only complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: ❑ A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; © A procurement for personal, ,professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; Page 2 of 6 ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. Protiviti will provide secure, confidential, Cloud -based e-Discovery document services including data loading and processing, production identification, data checking, data searching, reporting, automatic indexing, and filtering via integrated Al and analyic tools. Cloud -based storage will allow multiple litigants and assistants in the City Attorney's Office to work with discovery documents and their indexing in real time without the hinderance of single -user only access. This will allow for better planning by attorneys as they prepare to litigate cases. Section 3: Claimed Sole -Source Exemption and Justification NOTE - For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions ❑ *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? N/A Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. N/A Page 3 of 6 Did you attach a sole source justification letter? ❑ Yes N No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). N/A Section 4: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? ©Yes ❑No. Was there anything attached to this form that was relied on in making this determination? ❑Yes X❑No. If yes, please explain:Click or tap here to enter text. Was there anything not included on this form or attached hereto that was relied on in making this determination? El Yes NNo. If yes, please explain:Click or tap here to enter text. Will the standard terms and conditions apply? Will the contract require special terms? Will the contract require review by the department attorney? Approved By: J remy Anato-Mensah / Jessika Williams Assistant City Attorney NYes ❑No. []Yes NNo. NYes ❑No. Date: 11/21/2023 Page 4 of 6 EXEMPTION FORM PRIMER Below are explanations and examples of common exemptions that could apply to City purchases. If you have questions about the information provided or need additional information, please contact your department's assigned attorney or the appropriate purchasing attorney. • PUBLIC HEALTH & SAFETY - A procurement necessary to preserve or protect the public health or safety of the municipality's residents; Examples of activities that have been found to fall within this exception include ambulance services; solid waste collection and disposal; and first -responder safety equipment such as breathing apparatus for firefighters and bullet-proof vests for police officers. UNFORESEEN DAMAGES - A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail or a tornado. But parts and services for routine maintenance or replacement of old, worn out roofs or windows would not meet this exception. PERSONAL, PROFESSIONAL, OR PLANNING SERVICES Personal services are ones that are unique to the individual providing them. Therefore, personal services contract cannot generally be subcontracted or assigned. Professional services are not defined under Chapter 252, so there is no precise definition to follow. There is no universal definition of this term, however, "several cases suggest that it... is `predominately mental or intellectual, rather than physical or manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has also opined that "professional services" no longer includes only the services of lawyers, physicians, or theologians, but also those members of disciplines requiring special knowledge or attainment and a high order of learning, skill, and intelligence. Id. Facts needed to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skill required by the person while performing the service. Purchases of goods are not professional services. SOLE SOURCE — A procurement for items available only from one source This exemption is commonly referred to as the sole source exemption. In determining whether a purchase is of a good or service that is available from one source, you should not consider price or time to receive the good or service. A sole source does not exist solely on the basis of personal or departmental preference or a desire to keep all units the same brand or make. The information needed to support this exemption is that no other provider Page 5 of 6 can provide the service or category of good except for the vendor you are proposing. Some examples of sole source purchases include service agreements when only one vendor is authorized to work on the equipment by the manufacturer and allowing another vendor would void the warranty; purchase of a good that is copyrighted or trademarked and only provided by one vendor. Signature:5. Email: allison.tidwell@fortworthtexas.gov Page 6 of 6