HomeMy WebLinkAboutContract 62241Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
FORT WORTH.
"4111
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth, a Texas home -rule municipal corporation (the "City" or "Client") and ClearView Strategic
Partners, Inc., an Ontario Canada corporation ("Vendor"). City and Vendor are each individually referred
to herein as a "party" and collectively referred to as the "parties." The term "Vendor" shall include Vendor,
its officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall include
its officers, employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Vendor Services Agreement;
2. Exhibit A —Scope Of Services Plus Any Amendments To The Statement Of Work;
3. Exhibit B — Payment Schedule; and
4. Exhibit C — Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with implementation of an ethics reporting, whistleblower online system. Specifically, Vendor will
perform all duties outlined and described in the Order Form, which is attached hereto as Exhibit "A" and
incorporated herein for all purposes, and further referred to herein as the "Services." Vendor shall perform
the Services in accordance with standards in the industry for the same or similar services. In addition,
Vendor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and
regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this
Agreement shall control.
2. Term. This Agreement shall commence upon the date signed by the Deputy City Manager
below ("Effective Date") and expires on October 31, 2027 ("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 terms 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
Vendor Services Agreement — Technology (Rev. 8/19)
OFFICIAL RECORD
Page 1 of 15
CITY SECRETARY
FT. WORTH, TX
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
to the end of each term.
3. Compensation. The City shall pay Vendor the amount set out in Exhibit `B — Payment
Schedule" which is attached hereto and incorporated herein. The above notwithstanding, in no event will
the amount City owes Vendor exceed $50,000.00 during the initial three-year term, and will not exceed
$10,000.00 each renewal term, in relation to the products/services listed in Exhibit B. Vendor shall not
perform any additional services for the City not specified by this Agreement unless the City requests and
approves in writing the additional costs for such services. The City shall not be liable for any additional
expenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing.
City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice. Vendor may
charge interest on late payments not to exceed one percent (1 %).
4. Termination.
4.1. Convenience. After the Term, either the City or Vendor may terminate this
Agreement at any time and for any reason by providing the other party with 30 days written notice
of termination.
4.2. Breach. If either party commits a material breach of this 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 thirty (30) 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 this Agreement, law, or
equity, immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine-readable format.
Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
Vendor Services Agreement — Technology (Rev. 8/19)
Page 2 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the City promptly if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
6. Rijaht to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at normal business hours,
and not more than once per year for such period, any directly pertinent books, documents, papers
and records of the Vendor involving transactions relating to this Agreement at no additional cost to
the City. 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 not less than
10 days written notice of any intended audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
Vendor Services Agreement — Technology (Rev. 8/19)
Page 3 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE,) PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS
OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS,
SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section 8C each
individually referred to as a "Deliverable" and collectively as the "Deliverables,") do
not infringe upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. 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 this Agreement, it being
Vendor Services Agreement — Technology (Rev. 8/19)
Page 4 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
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 under section 8 of this Agreement, the City
shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, 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 this Section 8 of 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
this Agreement, and refund all unused amounts paid to Vendor by the City,
subsequent to which termination City may seek any and all remedies available to City
under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY
THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
8.4 LIMITATION OF LIABILITY
NEITHER PARTY (AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
AFFILIATES/SUBSIDIARIES, REPRESENTATIVES, AND EMPLOYEES) SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL,
PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, OR BUSINESS INTERRUPTION) ARISING OUT OF THIS AGREEMENT OR
ANY APPLICABLE ORDER FORM, WHETHER FORESEEABLE OR
UNFORESEEABLE AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES;
EXCLUDING THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, AS WELL AS
CLAIMS RELATED TO BREACHES OF CONFIDENTIALITY AND/OR SECURITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY ACTIONS,
DAMAGES, CLAIMS, LIABILITIES, COSTS, EXPENSES, OR LOSSES IN ANY WAY
ARISING OUT OF OR RELATING TO THE SERVICES PERFORMED HEREUNDER IN
EXCESS OF THE FEES PAID IN THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE OCCURRENCE OF THE CIRCUMSTANCES GIVING RISE TO THE
Vendor Services Agreement — Technology (Rev. 8/19)
Page 5 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
CLAIM (AND IF THIS AGREEMENT HAS BEEN IN PLACE FOR LESS THAN TWELVE
(12) MONTHS, THE ANNUALIZED FEES PAID TO DATE). NOTWITHSTANDING THE
FOREGOING, SUCH LIMITATION SHALL NOT APPLY TO EITHER PARTY'S
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE IN RELATION TO THIS
AGREEMENT;
FOR CLAIMS ARISING OUT OF BREACHES OF CONFIDENTIALITY AND/OR
SECURITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
DAMAGES OVER USD 250,000.00.
Assignment and Subcontracting.
9.1. With the exception of Subprocessors, Vendor shall not assign or subcontract any of
its duties, obligations or rights under this Agreement without the prior written consent of the City.
If the City grants consent to an assignment, the assignee shall execute a written agreement with the
City and the Vendor under which the assignee agrees to be bound by the duties and obligations of
Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all obligations
under this Agreement prior to the assignment. If the City grants consent to a subcontract, the
subcontractor shall execute a written agreement with the Vendor referencing this Agreement under
which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under
this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a
fully executed copy of any such subcontract.
10. Insurance.
10.1. 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:
10.1.1. ommercial General Liability:
10.1.1.1. Combined limit of not less than $1,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. 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.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit.
10.1.3. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.4. Technology Liability (Errors & Omissions)
10.1.4.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
Vendor Services Agreement — Technology (Rev. 8/19)
Page 6 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
10.1.4.2. 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.
10.1.4.3. Coverage shall include, but not be limited to, the
following:
10.1.4.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. 10.1.5.3.5. Intellectual Property
Infringement coverage, specifically including coverage for intellectual
property infringement claims and for indemnification and legal defense of
any claims of intellectual property infringement, including infringement
of patent, copyright, trade mark or trade secret, brought against the City
for use of Deliverables, Software or Services provided by Vendor under
this Agreement; Technology coverage may be provided through an
endorsement to the Commercial General Liability (CGL) policy, a separate
policy specific to Technology E&O, or an umbrella policy that picks up
coverage after primary coverage is exhausted. Either is acceptable if
coverage meets all other requirements. Technology coverage shall be
written to indicate that legal costs and fees are considered outside of the
policy limits and shall not erode limits of liability. Any deductible will be
the sole responsibility of the Vendor. 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 if requested, shall be
submitted to the City to evidence coverage; and
10.2. General Insurance Requirements:
10.2.1. 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
Vendor Services Agreement — Technology (Rev. 8/19)
Page 7 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
10.2.3. 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.
10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Vendor Services Agreement — Technology (Rev. 8/19)
Page 8 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Reeulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Deputy City Manager
100 Fort Worth Way
Fort Worth TX 76102
Facsimile: (817) 392-xxxx
With Copy to the City Attorney
at same address
TO VENDOR:
C1earView Strategic Partners
Attn: Authorized Signatory
372 Bay Street, Suite 1902
Toronto, Ontario M5H2W9
Facsimile: (xxx) xxx-xxxx
14. Solicitation of Emolovees. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other during
the term of this Agreement, without the prior written consent of the person's employer. This provision shall
not apply to an employee who responds to a general solicitation or advertisement of employment by either
party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
Vendor Services Agreement — Technology (Rev. 8/19)
Page 9 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor
restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court,
board, department, commission, or agency of the United States or of any States, civil disturbances, other
national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond
the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event").
The performance of any such obligation is suspended during the period of, and only to the extent of, such
prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an
explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in
the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this
section shall be the same as section 13 above.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
Vendor Services Agreement — Technology (Rev. 8/19)
Page 10 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
26. Network Access.
26.1. City 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 "D" and incorporated
herein for all purposes.
26.2. 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 this
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.
27. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
28. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
Vendor Services Agreement — Technology (Rev. 8/19)
Page 11 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the parry's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
29. 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.
30. Renortin2 Requirements.
30.1. For purposes of this section, the words below shall have the following meaning:
30.1.1. Child shall mean a person under the age of 18 years of age.
30.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
30.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to the
device.
30.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
30.2. Renortina Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the discovery
Vendor Services Agreement — Technology (Rev. 8/19)
Page 12 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
31. Signature Authoritv. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
32. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
20. Prohibition on Bovcotting Energv 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.
33. 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 Chap-
ter 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 sig-
nature 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 trade association; and
(2) will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement.
34. Electronic Signatures. This Agreement may be executed by electronic signature, which will
Vendor Services Agreement — Technology (Rev. 8/19)
Page 13 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
35. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement — Technology (Rev. 8/19)
Page 14 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
By: �-4491?
Name: Mark McDaniel
Title: Deputy City Manager
Date: 1 1 /04/2024
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
ATTEST:
By: ?" 6�'
Name: Jannette Goodall
Title: City Secretary
VENDOR:
a uunq'Qn
C FORr�O9AdG
�o
dVS ^=0
QaQ� nEoo5O4d
ClearView Strategic Holdings, Inc.
Signed by:
By: � nA1r1rAZ5AP7PAAr'Pt
�
Name: Jarrett Dziuk
Title: General Counsel
Date: Oct 30, 2024
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 (Nov 1, 2024 09:30 CDT)
Name: Steven Vandever
Title: Senior Manager, IT Solutions
APPROVED AS TO FORM AND LEGALITY:
By:
Y
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Date Approved: N/A
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement — Technology — Exhibit D Page 14 of 15
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
EXHIBIT A 62241
This Services Addendum is being executed in accordance with the terms of the Services Agreement effective on August
23, 2024 (the "Agreement") between ClearView Strategic Partners Inc. ("ClearView") and The City of Fort Worth
("Customer").
SECTION 1: SCOPE OF REPORTING SERVICES:
ClearView will provide Customer with access to the ClearView ConnectsTm ethics reporting/whistleblower system for
Customer's approximately 8,500 End Users located in North America.
SECTION 2: DESCRIPTION OF REPORTING SERVICES:
ClearView Connects TM is a web and telephone hotline (live operator and voicemail)-based ethics reporting system that
allows Customer's End Users to anonymously and confidentially report issues of wrongdoing as well as (at the Customer's
choosing) other issues, concerns, suggestions and ideas for process improvement ClearView Connects TM provides
Authorized Reviewers of the Customer with on-line access (through ClearView's web site) to review individual and summary
reports. The ClearView ConnectsTM service includes the following:
• 24/7/365 website, North American toll -free telephone hotline and voicemail reporting
• Web -based system includes multiple languages
• 24/7/365 Reviewer access to the Case Management System
• 10 Authorized Customer Reviewers as designated by the Customer
• Choice of ClearView's standard reporting categories
• An unlimited number of submitted reports
• Ability to enter reports into the ClearView system that have been received from `outside' the system (use the
system as the central repository for all reports)
• Full transcription (verbatim) of all hotline reports (and inclusion of transcribed reports in the web -based
reviewing and Case Management System)
• All End User reports submitted into the ClearView Connects TM system, either through the telephone hotline,
and web -based system are automatically made available to Customer
• Direct URL
• MFA or SSO for Reviewers
• Reviewer training and testing phase prior to go live.
• Four Flex Fields
ClearView — The City of Fort Worth — Services Agreement — 8.14.2024 Confidential Page 1 of 2
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
EXHIBIT B 62241
Term of Agreement: (November 1, 2024 — October 31, 2027)
1stAnnual ClearView Connects TM Subscription Fee for approximately 8,500 End Users 1$9,000 1,2,3,4
Set Up Fees:
One-time implementation fee of standard profile. $ 1,300'e
Total ' $10,300 3
1. Annual subscription fee does not include the following (if required): data migration, system customization (i.e. customized categories,
organizational reporting structures or call center protocols); or fees for any future modifications to initial set up of Reporting Services,
categories, organizational structure, logos, codes of conduct etc. (additional charges will apply for these modifications and are based on
$125 per hour charged in 15-minute increments).
2. Reasonable charges for interpretive and translation services will be applied as required. Additional reviewers (beyond the
ten included), are available at a cost of $150 annually per reviewer. Additional Reviewer fees are subject to change during the term
of this Agreement.
3. As this is a multi -year Agreement, the price protection provided to Customer is as follows:
• For Year 2 of this Agreement, the annual subscription fee will be set at $9,315.
• For Year 3 of this Agreement, the annual subscription fee will be set at $9,641.
All amounts noted herein are based on a total End User count of approximately 8,500 End Users. Customer shall confirm the total
employee count with ClearView on an annual basis. Invoices for the annual subscription fee will be issued each year in advance for
the next year's annual subscription period and will be based on the then -current End User count.
4. Toll -free set up charge, and ongoing usage charges, for primary North American number is included in the annual subscription fee.
5. Should additional organizational reporting entities and customization of categories, questions associated with categories and flex fields
be required additional charges would apply.
6. ClearView's standard reporting categories are included with the subscription fee.
7. All applicable federal and provincial taxes will be in addition, as required.
8. Price quoted is valid for 30 days from the original issue date of this Agreement (). All pricing is in US funds.
ClearView — The City of Fort Worth — Services Agreement — 8.14.2024 Confidential Page 2 of 2
Docusign Envelope ID: 9FECDAA9-E6A2-4795-8083-2F6D862CAF46
City Secretary Contract No. 62241
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
C1earView Strategic Partners
372 Bay Street, Suite 1902
Toronto, Ontario M5H2W9
Ethics Reporting/Whistleblower System
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will
submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
Name: Jarrett Dziuk
Position: General Counse Signed by:
�allft vl jtlk
Signature —u41 UL41bAH-44cAs...
2. Name:
Position:
Signature
Name:
Position:
Signature
Name: DocuSignedby
a jd In,sm
ZFZAA RSS')R70 01
Signature of President / CEO
Other Title: President
Date: Oct SU, 2UL4
Vendor Services Agreement — Technology — Exhibit C
of 15