HomeMy WebLinkAboutContract 61124CSC No. 61124
Terms of Services
This binding agreement ("Agreement", "Terms of Service") is between Qualex Corporation DBA
DocTract, a Michigan Corporation, (collectively, "Company", "We", "Us", "Our") and the customer
agreeing to these terms (collectively, "You", Your", "Customer").
These Terms control your use of the websites and services, any content (such as text, data, information,
software, graphics or photographs) that We may make available through the websites (collectively,
"Materials") and any services that We may provide through the websites (collectively, "Services"). The
Customer shall connect to the Services using any internet browser or mobile application supported by
the Services. The Customer is responsible for obtaining access to the internet and the equipment
necessary to access the Services
By accepting this Agreement (e.g. by clicking a box indicating your acceptance or by executing an order
form that references this Agreement), You agree to the term and conditions of this Agreement.
THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS OR USE
THE SERVICES ("EFFECTIVE DATE").
If a user violates any of the terms outlined below, We reserve the right to cancel accounts or bar access
to accounts without notice. If You do not agree to these terms, please do not use our Services. If You
are entering into this Agreement on behalf of a company, You acknowledge that You have the authority
to bind that company to the terms of this Agreement.
You may not access the Services if You are Our direct Competitor, except with Our prior written consent.
In addition, You may not access the Services for purposes of monitoring their availability, performance
or functionality, or for any other benchmarking or competitive purposes.
1. Right to use the Services
Subject to the terms of this Agreement, Company grants to Customer a limited, non-exclusive, non-
transferable right to access and use the Services, and allow its Authorized Users to access and use the
Services, solely for Customer's internal business purposes and not for resale or further distribution.
Customer's right to use the Services is limited by all terms and conditions herein.
Customer shall be responsible for its Authorized Users in compliance with Customer's obligations under
the terms of the Agreement.
Unless otherwise provided in the applicable Order Form (a) Services are purchased as subscriptions,
(b) subscriptions for Services may be added during a subscription term at the same pricing as the
underlying subscription pricing, prorated for the portion of that subscription term remaining at the time
the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the
underlying subscriptions.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 1 of 9
2. Restrictions of Use
In addition to all other terms and conditions of this Agreement, You shall not: (i) subject to clause 13.2,
sell, transfer or otherwise make the Services available to any third party except the Authorised Users,
without prior written permission ; (ii) use the Services for spamming and/or other illegal purposes; or
(iii) reverse engineer or access the Services in order to (a) build a competitive product or service, (b)
build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas,
features, functions or graphics of the Services.
3. Term and Termination
These Terms of Services commence when You accept them. At the end of the term You contract for
use of the Services, it shall automatically renew for additional terms of the same length at the prices
communicated to You at least sixty (60) days prior to the end of that term (or the same prices as the
prior term if no new prices are communicated) until terminated by either You or Us with at least thirty
(30) days' notice prior to the end of each such term. Either party may terminate these Terms of Services
immediately at any time by giving prior written notice if the other party (a) has materially breached any
of the terms of this Agreement and has not been remedied within 30 days of notice specifying the breach
and requiring its remedy; (b) has bankruptcy or insolvency proceedings instituted against it; or (c)
institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency. Immediately
upon termination of these Terms of Services for any reason, You will (i) cease use of the Services, (ii)
pay in full all Fees due upon termination, and (iii) return or destroy all copies of our Confidential
Information. Nothing in this clause 3 shall require the Customer to return or destroy any documents or
materials that the Customer is required to retain by applicable law, or to satisfy the requirements of its
own document retention policy, or a regulatory authority or body of competent jurisdiction, to which it is
subject.
Upon expiration or termination of these Terms of Services for any reason Customer Data shall be
deactivated and submitted to the archive process. Please note that some information like billing and
subscription may remain with Us for accounting and legal reasons. Additionally, Customer Data may
remain with Us for the period of 90 days on our replication servers and/or high availability servers,
beyond which it is completely deleted.
If a Customer does not renew the subscription for the Services or upon termination of the agreement
for any reason, it is Customer's sole responsibility to export the Customer Data prior to such termination
or expiration.
We reserve the right to suspend your account indefinitely if We suspect any fraudulent or inappropriate
activity is being conducted through the use of the Site (such as, for example, unauthorized use of a
credit card), and such suspension will remain in effect until We are satisfied in our sole judgment that
such activity is not occurring. We shall have no obligation to maintain any Content in your account.
We reserve the right to exercise whatever lawful means We deem necessary to prevent unauthorized
access to or use of the Site, including, but not limited to, technological barriers, IP mapping, and
contacting your Internet Services Provider (ISP) regarding such unauthorized use.
Termination does not affect either party's liability or obligations under this Agreement.
Page 2 of 9
4. Payments of Subscription Fees and Billing
4.1. Subscription Fees. For Customers that purchase our Services, fees are specified in the Order
Form(s). Payment obligations are non -cancelable and, except as expressly stated in the Agreement,
fees paid are non-refundable. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL
SUBSCRIPTION PERIODS OR ANY FEATURE OF COMPONENT THAT YOU HAVE PAID FOR BUT
NOT USED.
4.2. Changes in Subscription Fees. If You choose to upgrade Your Services Plan or increase the
number of Authorized Users to access and use a Services during Your Subscription Term (a
"Subscription Upgrade"), any incremental Subscription Charges associated with such Subscription
Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to
Your Account and due and payable upon implementation of such Subscription Upgrade. In any future
Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.
4.3. We use a third -party payment processor (the "Payment Processor") to bill You through a payment
account linked to your account on the Services (your "Billing Account") for use of the Services. The
processing of payments will be subject to the terms, conditions and privacy policies of the Payment
Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor.
By choosing to use the Services, You agree to pay Us, through the Payment Processor, all charges at
the prices then in effect for any use of such Services in accordance with the applicable payment terms
and You authorize Us, through the Payment Processor, to charge your chosen payment provider (your
"Payment Method"). You agree to make payment using that selected Payment Method. We reserve the
right to correct any errors or mistakes that it makes even if it has already requested or received payment.
If We agree to invoice Customer by email, full payment must be received within fifteen (15) days from
the invoice date.
4.4. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar
governmental assessments, including value-added, sales, use or withholding taxes assessable by any
local, state, provincial or foreign jurisdiction (collectively "Taxes"). You are responsible for paying Taxes,
except those assessable against the Company measured by its net income. We will invoice You for
such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so
invoiced.
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5. Ownership of Content
You retain ownership of all intellectual property rights in any content submitted by You in the course of
using the Services ("Content"). We do not claim ownership over any of your Content. These Terms do
not grant Us any licenses or rights to your Content except for the limited rights needed for Us to provide
the Services to You. Customer grants Us the right to use and store the Customer Content solely for
purposes of Us performing the Services under this agreement. Customer hereby warrants to Us that it
either owns or licenses the Customer Content it provides, has the authority to grant Us such usage
rights and that there are no additional approvals required for granting such usage rights.
6. Privacy Policy
We may collect registration and other information about You through our Services. Our collection and
use of this information is governed by Our Privacy Policy, available athttps:Hdoctract.com/legal/
7. Confidentiality
7.1. Definition of Confidential Information. Confidential Information means all non-public information
disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is
designated as confidential or that reasonably should be understood to be confidential given the nature
of the information and the circumstances of disclosure (Confidential Information). Company's
Confidential Information includes without limitation the Services (including without limitation the
Services user interface design and layout), and Customer's Confidential Information includes without
limitation the Customer Data.
7.2. Protection of Confidential Information. The Recipient must use the same degree of care that it
uses to protect the confidentiality of its own confidential information (but in no event less than
reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any
purpose outside the scope of this agreement. The Recipient must make commercially reasonable
efforts to limit access to Confidential Information of Discloser to those of its employees and contractors
who need such access for purposes consistent with this agreement and who have signed confidentiality
agreements with Recipient no less restrictive than the confidentiality terms of this Agreement.
7.3. Confidential Information excludes information that: (i) is or becomes generally known to the public
without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure
by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third
party without breach of any obligation owed to Discloser, or (iv) was independently developed by the
Recipient without use or access to the Confidential Information, as can be demonstrated. The Recipient
may disclose Confidential Information to the extent required by law or court order but will provide
Discloser with advance notice to enable Discloser to seek a protective order.
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7.4. Security Measures. In order to protect Customer's Confidential Information, We will (i)
implement and maintain all reasonable security measures appropriate to the nature of the
Confidential Information including without limitation, technical, physical, administrative and
organizational controls, and will maintain the confidentiality, security and integrity of such
Confidential Information; (ii) implement and maintain industry standard systems and procedures
for detecting, preventing and responding to attacks, intrusions, or other systems failures, and
regularly test or otherwise monitor the effectiveness of the safeguards' key controls, systems,
and procedures (i.e., vulnerability scans and penetration testing); (iii) designate an employee or
employees to coordinate implementation and maintenance of its security measures; and (iv)
identify reasonably foreseeable internal and external risks to the security, confidentiality and
integrity of Confidential Information that could result in the unauthorized disclosure, misuse,
alteration, destruction or other compromise of such information, and assess the sufficiency of
any safeguards in place to control these risks.
7.5. Without prejudice to any other rights or remedies that each party may have, each party
acknowledges and agrees that damages alone would not be an adequate remedy for any breach
of the terms of this Agreement by the other party. Accordingly, each party shall be entitled to the
remedies of injunctions, specific performance or other equitable relief for any threatened or
actual breach of this Agreement.
8.Intellectual Property Rights
Each Party shall retain all rights, title and interest in and to all its respective patents, inventions,
copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual
property and/or proprietary rights (collectively, "Intellectual Property Rights"). The rights granted
to You and Authorized Users to use the Services under this Agreement do not convey any
additional rights in the Services or in any Intellectual Property Rights associated therewith.
Subject only to limited rights to access and use the Services as expressly stated herein, all
rights, title and interest in and to the Services and all hardware, Software and other components
of or used to provide the Services, including all related Intellectual Property Rights, will remain
with Us and belong exclusively to Us.
The Company shall have a fully paid -up, royalty -free, worldwide, transferable, sub -licensable
(through multiple layers), assignable, irrevocable and perpetual license to implement, use,
modify, commercially exploit, and/or incorporate into the Services or otherwise use any
suggestions, enhancement requests, recommendations or other feedback We receive from You
or Authorized Users, or other third parties acting on Your behalf. Company other product and
service names and logos used or displayed in or on the Services are registered or unregistered
trademarks of one or more members of the Company (collectively, "Marks"), and You may only
use applicable Marks with separately obtained written permission; provided You do not attempt,
now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks,
or use the Marks to disparage or misrepresent Us, Our services or products.
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9.Disclaimer of Warranties
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE
RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY
DISCLAIM ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON -INFRINGEMENT. WE DO NOT WARRANT THE
COMPREHENSIVENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE
SERVICE OR SERVICE CONTENT OR THAT THE SERVICE WILL BE UNINTERRUPTED
OR ERROR FREE. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR
SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA
THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR
SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. ANY RIGHTS NOT
EXPRESSLY GRANTED HEREIN ARE RESERVED BY US.
10.Limitation of Liability
COMPANY AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE,
DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF THESE DAMAGES), RESULTING FROM CUSTOMER'S USE OF THE
SERVICES OR COMPANY'S PROVISION OF ANY OTHER SERVICES. UNDER NO
CIRCUMSTANCES WILL THE TOTAL LIABILITY OF COMPANY AND ITS SUPPLIERS AND
LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO CUSTOMER'S USE OF THE
SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS) OR COMPANY'S
PROVISION OF ANY OTHER SERVICES, REGARDLESS OF THE FORUM AND
REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT,
NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT CUSTOMER HAS
PAID TO COMPANY FOR CUSTOMER'S USE OF THE SERVICES FOR THE TWELVE (12)
MONTH PERIOD PRIOR TO THE CLAIM. THIS LIMITATION OF LIABILITY WILL NOT APPLY
TO COMPANY'S INDMENIFICATION RESPONSIBILITY AS OUTLINED BELOW OR
COMPANY'S LIABLITY FOR A DATA/SECURITY BREACH.
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11.Indemnity
Customer will defend, indemnify and hold harmless Company, its suppliers and licensors, and
its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns,
from any costs, damages, expenses, and liability caused by Customer's use of the Services,
Customer's violation of this Agreement, Customer Content, or Customer's violation of any rights
of a third party through use of the Services, provided that:
(a) Customer is given prompt notice of any such claim;
(b) Company provides reasonable co-operation to Customer in the defence and settlement of
such claim, at Company's expense; and
(c) Customer is given sole authority to defend or settle the claim.
Company will defend, indemnify and hold harmless Customer, its suppliers and licensors, and
its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns,
from any costs, damages, expenses, and liability arising from a claim that the supply, provision
and use of the Services infringes any patent, copyright, trade mark or intellectual property
belonging to a third party and shall indemnify Customer for any amounts awarded against
Customer in judgment or settlement of such claims, provided that:
(a) Company is given prompt notice of any such claim;
(b) Customer provides reasonable co-operation to Company in the defence and settlement of
such claim, and Customer's expense; and
(c) Company is given sole authority to defend or settle the claim.
Each Party shall at its own cost, effect and maintain in force comprehensive general liability
insurance (including professional indemnity insurance) to cover liabilities, loss and damage
caused by or incidental to the provision of the Services and the performance of this
Agreement.
12. Governing Law & Jurisdiction
This agreement shall be governed by the laws of the State of Michigan, United States of America.
Each party irrevocably agrees that the courts of the State of Michigan shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
13.Miscellaneous
13.1. Entire Agreement. These Terms and any attachments hereto along with any Order Forms
constitute the entire agreement between the parties and supersede all prior and
contemporaneous agreements, proposals or representations, written or oral, concerning its
subject matter, including but not limited to any non -disclosure and proof of concept agreements
entered by the parties. No modification, amendment, or waiver of any provision of these Terms
shall be effective unless in writing and either signed or accepted electronically by the party
against whom the modification, amendment or waiver is to be asserted. In the event of any
conflict or inconsistency between the provisions of this Agreement and any Order Form, the
same shall be resolved by giving precedence to the Order Form.
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13.2. No Assignment. Neither party may assign or transfer this Agreement or an order to a third
party, except that this Agreement with all orders may be assigned as part of a merger, or sale of
all or substantially all of the business or assets, of a party.
13.3. Enforceability and Force Majeure. If any term of this Agreement is invalid or
unenforceable, the other terms remain in effect. Except for the payment of monies, neither party
is liable for events beyond their reasonable control, including without limitation, force majeure
events
13.4 If any provision of these Terms becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable, or void, the remaining provisions will remain in effect.
13.51-egal Contact Information. Should You have any inquiries about these Terms, the licensing
or usage of Company Marks, or Company copyrighted materials, You may contact Us at
hello@doctract.com
13.6 a. Neither party will make any news or press release regarding these Terms without the
other party's prior written consent.
b. Subject in each case to your agreement and only on an occasional basis, We may ask that
You consider in your sole discretion making a representative available (i) to serve as a non-
public reference to our prospective customers to discuss your experience working with Us; and
(ii) to work with Us in developing and publishing case studies and press releases that describe
your use of the Services.
13.7 Notices. Any notices required to be given under this Agreement shall be in writing and shall
be by delivered by pre -paid first class post or recorded delivery post to the other party as its
address set out in this Agreement, or such other address as may have been notified by that party
for such purposes, or sent by email to Company at legal@doctract.com or to Customer at
zz_IT_Finance@fortworthtexas.gov, , or such other address as may have been notified by that party for
such purposes from time to time. A notice sent by mail shall be deemed to have been received
at the time at which it would have been delivered in the normal course of post. A notice sent by
email shall be deemed to have been received at the time of transmission.
13.8 The terms and conditions which by their nature are intended to survive termination of this
Agreement shall survive, including Restrictions, Disclaimer of Warranties, Feedback, Indemnity,
and Limitation of Liability. This Agreement contains the entire understanding of the parties on
the subject matter hereof.
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14.Definitions
14.1. "Authorized User" means any of your employees, consultants, contractors or agents
authorized by your administrators to access and use the Services on behalf of Customer, in each
case subject to such person's agreement to be bound by the Terms of Service.
14.2. "Competitor" means any corporation, partnership or other entity that engages in (or that
owns a significant interest in any corporation, partnership or other entity that engages in)(1)
hosted or on- premise software focused on the processing of policy documentation, procedure
documentation, standard operating procedure documentation or contract documentation.
14.3 "Customer Data" means all data uploaded by Customer and collected by the Services, in
which Customer owns or has obtained all necessary rights, title and interest, and obtained all
necessary consents, to transfer the Customer Data to Company and its datacentre provider(s)
for the purpose of processing such Customer Data in accordance with this Agreement.
14.4. "Order Form" means an ordering document or online order specifying the Services to be
provided hereunder that is entered into between You and Us or any of Our affiliates, including
any addenda and supplements thereto. By entering into an Order Form hereunder, an affiliate
agrees to be bound by the terms of this Agreement as if it were an original party hereto.
Customer
By: _
Mark McDaniel (Mar 15, 202412,43 CDT)
Name: Mark McDaniel
Title: Deputy City Manager
Date: Mar 15, 2024
DocTract
By:
Name: David Munro
Title: Head of Sales
Date: 13/03/2024
Page 9 of 9
DgocTract
Order #: ORD-01963-C2W6X7
Quote #: QUO-02235-H1W7Q0
Customer Name
City of Forth Worth
Customer Address
200 Texas St.,
Fort Worth, Texas 76102
Order Details
Type of Subscription
30 Management Users — 1 Year
Public Portal —1 Year
One-time Implementation Fee
Total
Term:
Subscription Start Date:
Payment Terms:
City of Forth Worth
--I&-
By: Mark McDaniel (Mar 15, 202412:43 CDT)
Name: Mark McDaniel
Title: Deputy City Manager
Effective Date: Mar 15, 2024
ORDER FORM
Order Type: New Customer
Order Form Date: 24-Jan-24
Primary Contact Information
Brian Wisdom
Contact Information
Phone:
Email: brian.wisdomCa@fortworthtexas.Rov
All prices are in USD
Quantity Price Per Unit Line -Item Total
1 $7,222.00 $7,222.00
1 $3,500.00 $3,500.00
1 $750.00 $750.00
1 Year
15 Days from Effective Date
Net 15
DocTract
By:
Name: David Munro
Title: Head of Sales
Date: 24-Jan-24
S11.472.00
This Order Form, including the terms and conditions hereunder, shall be governed by and incorporates by reference the Terms
of Services between DocTract and Customer with the Effective Date set forth in this Order Form. If any terms of this Order Form
conflict with the Terms of Services, the terms of this Order Form shall control. The Terms of Service and this Order Form together
comprise the "Agreement."
DocTract a 39555 Orchard Hill Place, Suite 200, Novi, MI, 48375 9 DocTract.com
Date: 1- N OV-2023
Created for: City of Forth Worth
Thank you for your interest in DocTract. We look forward to providing a solution for City of Forth Worth and
addressing any additional needs that arise.
Please find the details below. All amounts are in USD.
Type of Subscription
30 Management Users -1 Year
Public Portal - 1 Year
One-time Implementation Fee
Tota l:
Term: 1 Year
Quantity
1
1
1
Price Per Unit
$7,222.00
$3,500.00
$750.00
Line Item Total
$7,222.00
$3,500.00
$750.00
M 1.472.00
if there are any questions or clarifications to this quote or any other topic, please do not hesitate to
contact us.
Dominick Ross
This document serves as a quotation for the subscription services listed. This quotation is for information purposes only and does not provide any binding commitments
by DocTract or the recipient. Subscription orders are completed with the DocTract Order Form. The quotation is valid until 12/01/2023.
DocTract
SCOPE OF WORK
DocTract is a purpose-built Policy Management solution. Our proprietary cloud platform provides advanced features
dedicated to the management and distribution of policies of procedures. The purpose of this document is to provide
an overview of the solution, services, and customer expectations for a successful implementation of DocTract.
The following configuration has been prepared for your organization based on conversations around number of
users and requirements.
Number of Users
User subscription functionality includes, but is not limited to:
1. Ability to upload source documents
2. Version control
3. Document Collaboration
4. Document Approvals
5. Document Periodic Reviews
6. Search Portal
7. Employee Attestations
8. Training Courses and Quizzes
9. Standard Single Sign -On connectors
TBD
DocTract will assign one or more implementation personnel for your implementation. The following roles will be
provided:
PROJECT MANAGER
DocTract will assign a dedicated Project Manager for all project oversight and planning. The DocTract Project
Manager will be responsible for planning, communicating and reviewing all project deliverables and timelines.
TRAINING LEAD
The DocTract Training Lead will provide the Administrator and End User training. This includes preparing and
conducting individual training sessions, plus the creation of required training materials.
Implementation Overview Page 1 of 5
DocTract
TECHNICAL LEAD
SCOPE OF WORK
A Technical Lead may be assigned to your implementation depending on the requirements of the project. The
Technical Lead provides services to assist with Single Sign -On configuration, user provisioning and data imports.
DocTract is committed to the success of our Customers by providing implementation services to assist organizations
in their implementation. The following professional services are provided as part of the subscription services.
PROJECT MANAGEMENT
DocTract will prepare and maintain a Project Plan for your implementation project. The Project Plan will be used as
the management tool for tracking and communicating key activities, critical path and task assignments.
TECHNICAL SERVICES
DocTract provides Technical Services to assist organizations with the configuration of their specific environment.
Technical Services include:
1. Single Sign -On configurations
2. User Provisioning
3. Data Import Assistance
TRAINING SERVICES AND SOLUTION DESIGN
DocTract will provide key solution design and training services to assist in the successful implementation of DocTract.
• Includes up to Three One -Hour Training Sessions.
SOLUTION DESIGN
Solution Design assistance is provided as part of the initial configuration of DocTract. Solution Design activities
include, but are not limited to:
1. Portal Category Structures
2. Security Models
3. Advanced Workflow Structures
Implementation Overview Page 2 of 5
DocTract
TRAINING SERVICES
SCOPE OF WORK
DocTract provides training through a Train the Trainer approach. Typical implementations consist of three levels
of training:
1. Administrator Training
a. System Administration and DocTract Configuration training.
b. Completed in direct sessions with System Administrators
2. Document Owner Training
a. How to add, revise, collaborate, approve, review and work with documents within DocTract.
b. Train the Trainer
c. Training Session may be recorded for future distribution
3. Training Course and Test Administration
a. How to add and revise tests or quizzes
b. How to build and Publish Training Courses
c. Train the Trainer
d. Training Session may be recorded for future distribution
4. End User Training
a. All end user training to be completed by customer.
b. Assistance with planning and creating training material
c. Training video can be recorded upon request
MATERIALS PROVIDED
The following materials are provided as part of the DocTract implementation project.
1. DocTract Planning Questionnaire
2. DocTract Start -Up Guide
3. Document Owner Training Guide
4. End User Reference Sheet
5. Technical Guides (SSO, User Provisioning, API)
6. Knowledgebase access
DocTract provides an online support portal that can be accessed at https://suioport.doctract.com. The online
support portal is designed for System Administrators and other key users to be able to access knowledgebase
articles, view release notes and submit support tickets.
Implementation Overview Page 3 of 5
DocTract
Kick -Off and Planning
• Customer Questionnaire
-Security model definition
• Portal categories
• Project timeline
System Configurations
• Initial system configurations
• System Administrator training
Initial Document Load
• Manual or Import
User Provisioning and SSO Set -Up
-Selection and testing of user provisioning process
• Configuration of SSO provider
Document Owner Training
• Limited to Document Owners completing initial load of documents
End User Training
• Employee training materials
• Employee communications and roll -out
Additional Document Owner Training
• Finalize training materials
-Train the Trainer
• Video Recording
Go Live
-Support hand -over
SCOPE OF WORK
Implementation Overview Page 4 of 5
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DocTract
SECURITY CONTROLS SUMMARY
DocTract takes security and system availability seriously. DocTract has partnered with
Microsoft Azure to provide a high performing, secure service.
Availability and Business Continuity
Availability
DocTract is built on a redundant cloud infrastructure that employs service clustering and
network redundancies. The scalable burstable architecture automatically adds additional
service capacity as demanded. Customer and system data is maintained with geo-redundant
read -replicas in addition to the primary region redundant storage.
Back-up and Disaster Recovery
DocTract provides multiple levels of back-ups for availability and disaster recovery purposes.
Unavailability of the primary data centerwould trigger an activation of the geo-redundant data
center. In addition to the geo-redundant read replica, customer data is backed up on the
following schedule. Full backups occur once every week. Differential backups occur twice a
day. Transaction log backups occur every five minutes. The backup retention period is 35 days.
In addition, the DocTract platform performs a manual backup that is maintained for 7 days on
a rolling schedule and is designed to only be needed in a catastrophic event. Binary Large
Objects (BLOBS) such as Documents and Attachments are backed up in a 3Id region that is
neither the primary or secondary region, this backup is also paired in yet another region,
backups to this region occurs every 30 minutes. In addition, any BLOB data that is deleted is
retained as a soft delete for 30 days and can be recovered as needed in a catastrophic event.
Catastrophic events involve the unrecoverable loss of data or the unavailability of multiple
data centers in multiple regions.
Security and Encryption
Encryption
DocTract provides encryption of your data both at rest and in -transit. All document storage is
HIPS 140-2 compliant. Data communications provide up to 256 bit encryption through the https
protocol between a customer's network and the DocTract services.
DocTract Security Summary Q4-2021
DocTract
Traffic Routing
DocTract utilizes Microsoft Front Door. Front Door will automatically route a customer
connection to the 'closest' backend data center for all requests instead of the open internet.
Learn more about Microsoft Front Door routing at httDS://docs.microsoft.com/en-
us/azure/frontdoor/front-door-routine-methods
Authentication Options
DocTract provides several integrated Single Sign -On (SSO) options with common providers.
Enabling SSO allows customers to enforce all existing authentication capabilities of their
organization, including, but not limited to password policies, multi -factor authentication,
geographic enforcement and failed login attempts.
Profile and Group Access Controls
DocTract includes retailed access controls through Profiles. Profiles can be configured to
assign dashboard, form or table level access in any combination. Table level access can be
additionally configured with Create, Read, Update and Delete (CRUD) options. DocTract
provides several common profiles that can be copied or modified. In addition to Profile
options, DocTract incorporates record level security for all documents. Record level security
can be enforced at the user, group or organizational dimension level. All security access is
deployed at the Data Access Layer.
Data Center Physical Security
Facilities
DocTract is built within Microsoft Azure infrastructure. Microsoft Azure Data Centers have been
certified as ISO 27001, HITRUST and SOC 2 compliant. More can be learned about Microsoft
Azure compliance at httDs://azure.microsoft.com/en-us/overview/trusted-
cloud/compliance/
Security
Microsoft Azure on -site security incorporates multiple levels of security and monitoring to
protect un-authorized accessto the equipment hostingyour data. Learn more about Microsoft
Azure physical security at httDs://docs.microsoft.com/en-
us/azure/securitv/fundamentals/Dhvsical-securitv
DocTract Security Summary Q4-2021
DocTract
Application Security
Separate Environments
Development and Test environments are logically separated from the Production services. No
customer data is incorporated into Development or Test environments.
Continuous Integration
The DocTract Software Development Life Cycle (SDLC) incorporates Continuous Integration
both technically and culturally. Continuous Integration incorporates unit level testing as part
of the application that is run all development stages from local code check -in through the
Development Environment, Testing Environment, Staging Environment to Production updates.
DocTract maintains a high level of code coverage for unit testing and directly incorporated in
all design, development and testing activities throughout the SDLC.
Quality Assurance
DocTract completes both structured and un-structured testing of code changes as part of the
DocTract SDLC. Testing strategies are risked based and incorporated an impact analysis for
code changes.
Framework Security Controls
The DocTract application framework incorporates components with security controls designed
to mitigate the OWASP Top Ten security risks. The built-in framework controls are designed to
minimize the exposure to critical threats such as SQL Injection, Cross Site Scripting, Cross Site
Request Forgery and others.
Third Party Penetration Testing
Beyond the internal scanning and testing protocols completed by DocTract, a third -party
security expert has been engaged to perform penetration tests on the DocTract services.
DocTract Security Summary Q4-2021
DocTract
DATA MANAGEMENT
Return of Data
DocTract provides built-in features to enable customers to directly export all documents and
related meta -data though the DocTract interface.
Deletion of Data
Upon formal request or up to 30 days after the end of the subscription contract, customer
tenant data will be deleted from the DocTract services. Deletion of tenant data is completed
through the archiving process. The archiving process is a multi -stage removal process. Stage
1 copies all tenant data to the archive services and deletes all tenant data from the production
environment. Deleted tenant data will reside in the archive services for up to 90 days before
being fully removed from archive and back-up services. Some customer data may existing
supporting systems of DocTract for operational or legal reasons. This may include service logs,
accounting systems, customer relationship management systems and support systems.
Employee Training and Work Environment
Background Checks
All DocTract employees and independent contractors undergo background checks that reviews
criminal background and employment history verification.
Cybersecurity and Privacy Training
All employees and independent contractors are required to complete dedicated cybersecurity
training and privacy training upon hire and repeated annually.
DocTract Security Summary Q4-2021
ADDENDUM TO THE AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
DOCTRACT
This Addendum to the Terms of Services ("Addendum") is entered into by and between
Qualex Corporation d/b/a DocTract ("Vendor") and the City of Fort Worth ("City"), collectively
the "parties."
The Contract Documents shall include the following:
1. Vendor's Terms of Services;
2. Vendor's Subscription Quotation;
3. Vendor's Scope of Work;
4. Vendor's Security Controls Summary; and
5. This Addendum.
Notwithstanding any language to the contrary in the above referenced Contract Documents,
collectively referred to herein as the Agreement, the parties 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 commence upon the date signed by the Deputy City
Manager below ("Effective Date") and shall expire no later than twelve months from effective date
("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement
or otherwise extended by the parties. This Agreement may be renewed for four (4) one-year
renewal periods at the City's option, each a "Renewal Term." The City shall provide Vendor with
written notice of its intent to renew at least thirty (30) days prior to the end of each term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non -breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non -breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate the Agreement by giving
written notice to the breaching party.
Addendum Page 1 of 15
C. 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
Vendor 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.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. 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. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. 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
Addendum Page 2 of 15
Agreement and shall have no force or effect. City will provide a letter of self -insured status as
requested by Vendor.
7. Sovereign Immunity. 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.
8. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of
liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss
arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's
misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity
obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To
the extent the Agreement, in any way, requires City to indemnify or hold Vendor 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.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 9, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
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, Vendor 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 Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
Addendum Page 3 of 15
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
10. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under the Agreement or in connection with the performance of any services
performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense
to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully
and immediately comply with applicable laws, and shall take the appropriate steps to remedy
such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the
acts or omissions of City. All Personal Data to which Vendor has access under the
Agreement, as between Vendor and City, will remain the property of City. City hereby
consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work,
or as required by law. Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement,
unless authorized in writing by City. Vendor's obligation to defend, hold harmless and
indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or
other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
11. No Mandatory Arbitration. To the extent the Agreement requires mandatory
arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
14. Public 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
Addendum Page 4 of 15
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 Vendor. It will be the responsibility of
Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
15. Addendum Controlliniz. If any provisions of the Agreement, conflict with the terms
of this Addendum, are prohibited by applicable law, conflict with any applicable rule, regulation
or ordinance of City, the terms in this Addendum shall control.
16. Network Access.
a. Citv Network Access. If Vendor, and/or any of its employees, officers,
agents, servants or subcontractors (for purposes of this section "Vendor Personnel"),
requires access to the City's computer network in order to provide the services herein,
Vendor shall execute and comply with the Network Access Agreement which is attached
hereto as Exhibit "A" and incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor
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"), or Texas Law
Enforcement Telecommunications Systems ("TLETS"), 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 or the Fort Worth Police Department, under the Agreement, Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or
amendments shall be made to the Security Addendum. The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States
Attorney General.
17. Immigration Nationalitv Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice
Addendum Page 5 of 15
to Vendor, shall have the right to immediately terminate the Agreement for violations of this
provision by Vendor.
18. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies
that Vendor's signature provides written verification to City that Vendor: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the Agreement.
19. Ri2ht to Audit. Vendor agrees that City shall, 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 Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
20. Prohibition on Bovcottin2 Ener2v Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
21. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies
that Contractor's signature provides written verification to the City that Contractor: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
Addendum Page 6 of 15
trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
22. Insurance.
1.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow -form provision and shall include coverage
for personal and advertising injury.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions)
1.1.3.1. Combined limit of not less than $2,000,000 per occurrcncc;
$4million aggregate or
1.1.3.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow -form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
1.1.3.3. Coverage shall include, but not be limited to, the following:
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
virus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
1.1.3.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
Addendum Page 7 of 15
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 Vendor under this
Agreement;
1.1.3.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. 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 Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims -made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
1.1.3.3.7. Any other insurance as reasonably requested by
City.
1.2. General Insurance Requirements:
1.2.1. 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.
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
Addendum Page 8 of 15
(signature page follows)
Addendum Page 9 of 15
[Executed effective as of the date signed by the Deputy City Manager below.] / [ACCEPTED
AND AGREED:]
City:
.6e 1
By: Mark McDaniel (Mar 15, 202412:43 CDT)
Name: Mark McDaniel
Title: Deputy City Manager
Date: M a r 15, 2024
Vendor: DocTract
By:
Name: David Munro
Title: Head of Sales
Date: 13/03/2024
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: IT Solutions Director
Approved as to Form and Legality
By:
Name:
Taylor Paris
Title:
Assistant City Attorney
Contract Authorization:
M&C:
N/A
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:
Steven Vandever (Mar 13, 202415:34 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
City Secretary:
By:
Name: Jannette S. Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 10 of 15
NETWORK ACCESS AGREEMENT
This Network Access Agreement ("Agreement") is made and entered into by and between
the City of Fort Worth ("City"), a home rule municipal corporation organized under the laws of
the State of Texas, and Qualex corporation DBA DocTract, a Michigan Corporation ("Vendor").
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide
Policy Rules and Regulation (PRR) software. In order to provide the necessary support, Vendor
needs access to network (the "Services").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the
City's Network for the sole purpose of providing the Services. Such access is granted subject to
the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for
all purposes herein and are available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf
of the Vendor. 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. Otherwise, access
rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date").
❑ Services are being provided in accordance with City Secretary Contract No.
("Contract")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract
No. . ("PSK #")
® Services are being provided in accordance with the Agreement to which this Access
Agreement is attached. ("Contract")
❑ No services are being provided pursuant to this Agreement.
4. Renewal. This Agreement shall renew in accordance with the term of the Contract
or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in
its sole discretion, at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services,
Vendor shall provide the City with a current list of officers, agents, servants, employees or
representatives that require Network credentials on an annual basis. Failure to adhere to this
requirement may result in denial of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or
representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges,
agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network
in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers,
Addendum Page 11 of 15
agents, servants, employees or representatives, of this Agreement and any other written
instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be
grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,
terminate the Agreement, and pursue any other remedies that the City may have under this
Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City
may terminate this Agreement at any time and for any reason with or without notice, and without
penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any
client or communications software provided by the City from all computing equipment used and
owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the
City's Network.
7. Information Securitv. Vendor agrees to make every reasonable effort in
accordance with accepted security practices to protect the Network credentials and access methods
provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City
immediately upon discovery of a breach or threat of breach which could compromise the integrity
of the City's Network, including but not limited to, theft of Vendor -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.
8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE
AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY
ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY
DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S
RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT
OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES
TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND
RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS
AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S
OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES
FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO
THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Vendor, for itself and its officers, agents, employees,
and representatives, agrees that it shall treat all information provided to it by the City as
Addendum Page 12 of 15
confidential and shall not disclose any such information to a third party without the prior written
approval of the City. Vendor further agrees that it shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Vendor shall notify the City immediately if the security or
integrity of any City information has been compromised or is believed to have been compromised.
10. Right to Audit. Vendor agrees that the City shall, during the initial term, any
renewal terms, and until the expiration of three (3) years after termination or expiration of this
contract, have access to and the right to examine at reasonable times any directly pertinent books,
data, documents, papers and records, both hard copy and electronic, of the Vendor involving
transactions relating to this Agreement. Vendor agrees that the City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this
section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further
agrees to include in all its subcontractor agreements hereunder a provision to the effect that the
subcontractor agrees that the City shall, during the initial term, any renewal terms, and until
expiration of three (3) years after termination or expiration of the subcontract, have access to and
the right to examine at reasonable times any directly pertinent books, data, documents, papers
and records, both hard copy and electronic, 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
reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any
written contracts, agreements, understandings or acknowledgments with the City signed by
Vendor. This Agreement and any other documents incorporated herein by reference constitute the
entire understanding and Agreement between the City and Vendor as to the matters contained
herein regarding Vendor's access to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Vendor.
13. Assignment. Vendor may not assign or in any way transfer any of its interest in
this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and
void.
14. 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.
15. Force Maieure. Each party shall exercise its best efforts to meet its 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
Addendum Page 13 of 15
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.
16. Governing Law / Venue. This Agreement shall be construed in accordance with
the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought
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.
17. Signature Authoritv. By affixing a signature below, the person signing this
Agreement hereby warrants that he/she has the legal authority to bind the respective party to the
terms and conditions in this agreement and 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. The other party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
[Signature Page Follows]
Addendum Page 14 of 15
Executed effective as of the date signed by the Deputy City Manager below.
FORT WORTH:
City of Fort Worth
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: Mark McDaniel(Mar 15,202412:43 CDT)
ensuring all performance and reporting
Name: Mark McDaniel
requirements.
Title: Deputy City Manager
Date: M a r 15, 2024
By: Steven Vandever(Mar 13,202415:34 CDT)
Approval Recommended:
Name: Steve Vandever
Title: Sr. IT Solutions Manger
Approved as to Form and Legality:
By:
Name: Kevin Gunn
Title: IT Solutions Director
By:
Attest: Name: Taylor C. Paris
Title: Assistant City Attorney
p � s Contract Authorization:
By: a M&C: N/A
Name: Jannette Goodall
Title: City Secretary
VENDOR:
DocTract
By: D
Name: David Munro
Title: Head of Sale:
Date:
13/03/2024
Addendum Page 15 of 15
DocTract_combined (003)
Final Audit Report 2024-03-13
Created: 2024-03-13
By: Dominick Ross (domi nick. ross@doctract.com)
Status: Signed
Transaction ID: CBJCHBCAABAAXgKlkfgrUOT9b6tZ6chwm1TgRCLxct7T
"DocTract_combined (003)" History
Document created by Dominick Ross (dominick.ross@doctract.com)
2024-03-13 - 2:51:25 PM GMT
Document emailed to David Munro (david.munro@doctract.com) for signature
2024-03-13 - 2:51:31 PM GMT
Email viewed by David Munro (david.munro@doctract.com)
2024-03-13 - 2:52:33 PM GMT
Document e-signed by David Munro (david.munro@doctract.com)
Signature Date: 2024-03-13 - 2:53:15 PM GMT - Time Source: server
0 Agreement completed.
2024-03-13 - 2:53:15 PM GMT
a Adobe Acrobat Sign