HomeMy WebLinkAboutContract 63555CSC No. 63555
FORT WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and VERSATERM PUBLIC SAFETY US, INC.
("Vendor"), a Delaware Corporation, acting by and through its duly authorized representative, each
individually referred to as a "parry" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Sole Source Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C — Sole Source Letter
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C, and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scope of Services. Versaterm Mindbase software technology will be used to support
Police wellness programs by automating data collection, simplifying reporting, and offering real-time
insights for peer support. ("Services"), which are set forth in more detail in Exhibit "A" ("Scope of
Services"), attached hereto and incorporated herein for all purposes.
2. Term. The Initial Term of this Agreement is for one (1) year, beginning on the date that
this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated
earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this
Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a
"Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed eighty-two thousand
seven hundred seventy dollars and zero cents ($82,770.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit "B"
("Payment Schedule"), which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement FT. (NORTH, TX Pagel of27
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with at least 30 days' written notice of termination.
4.2 Non-Annronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated
prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective
date of termination, and Vendor will continue to provide City with services requested by City and
in accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor will provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to
City Information or data as a requirement to perform services hereunder, Vendor will return all
City -provided data to City in a machine-readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Each party ("Receiving Party"), for itself and its
officers, agents, and employees, agrees that it will treat all non-public, proprietary, or confidential
information received from the other party ("Disclosing Party") in connection with this Agreement
(collectively "Confidential Information" and where solely specific to City "City Information") as
confidential and will not disclose any such Confidential Information to a third party without the
prior written consent of Disclosing Party. The Receiving Party will use the same degree of care it
uses to protect its own confidential information of a similar nature, but in no event less than
reasonable care. This Section will not apply to information that (a) was rightfully known to the
Receiving Party without restriction before receipt from the Disclosing Parry; (b) is or becomes
publicly available through no fault of the Receiving Party; (c) is independently developed by the
Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
(d) is disclosed pursuant to a valid court order, subpoena, or as otherwise required by law, provided
the Receiving Party gives prompt notice to the Disclosing Party (to the extent legally permitted)
and reasonably cooperates to seek confidential treatment of such information.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas, and all documents held or maintained for 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 will promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure to the Texas Attorney General. 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.
Vendor Services Agreement Page 2 of 27
5.4 Unauthorized Access. Each party ("Receiving Party") agrees to store and maintain
the other party's Confidential Information, including any data or materials provided under this
Agreement, in a secure manner and will not allow unauthorized users to access, modify, delete, or
otherwise corrupt such Confidential Information in any way. If the security or integrity of either
parry's Confidential Information has been compromised or is believed to have been compromised,
the Receiving Party must notify the Disclosing Party promptly upon becoming aware of the issue.
In such event, the Receiving Party will, in good faith, use all commercially reasonable efforts
to cooperate with the Disclosing Party in identifying what information has been accessed by
unauthorized means and will take all reasonable steps to assist to the Disclosing Party in protecting
such Confidential Information from further unauthorized disclosure.
6. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers, and records, including, but not limited to, all electronic records of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor 10
business days' notice of intended audits.
7. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement and
not as an agent, representative, or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants, and employees, and Vendor and Vendor's
officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing
herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
further understood that City will in no way be considered a co -employer or a joint employer of Vendor or
any of its officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any
officers, agents, servants, employees, contractors, or subcontractors of Vendor, will be entitled to any
employment benefits from City. Vendor will 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 contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS WHILE
PERFORMING UNDER THIS AGREEMENT. HOWEVER, VENDOR SHALL NOT BE
LIABLE FOR ANY SUCH LOSSES OR DAMAGES TO THE EXTENT CAUSED BY THE
NEGLIGENCE, OMISSIONS, OR MISCONDUCT OF CUSTOMER, ITS
REPRESENTATIVE, OR ANY THIRD PARTY NOT UNDER VENDOR'S CONTROL.
LIABILITY UNDER THIS PROVISIONSHALL BE SUBJECT TO THE LIMITATIONSAND
EXCLUSIONS SET FORTH IN THE LIMITATION OF LIABILITY SECTION OF THIS
AGREEMENT, AND SHALL BE ALLOCATED IN ACCORDANCE WITH THE
COMPARATIVE FAULT OF THE PARTIES.
Vendor Services Agreement Page 3 of 27
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AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANYRESULTING LOST PROFITS)
AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE,
OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
REPRSENTATIVES, SERVANTS, EMPLOYEES, OR AUTHORIZED CONTRACTORS, OR
SUBCONTRACTORS IN THE PERFORMANCE OF THIS AGREEMENT, PROVIDED THAT
SUCH INDEMNITY SHALL NOT APPLY TO THE EXTENT SUCH DAMAGES RESULT
FROM THE NEGLIGENCE OR MISCONDUCT OF THE CITY OR ANY THIRD -PARTY NOT
UNDER VENDOR'S CONTROL.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY THIRD PARTY
CLAIM OR ACTION AGAINST CITY FOR INFRINGEMENT OF ANY PATENT,
COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT
ENFORCEABLE IN CANADA OR THE UNITED STATES ARISING FROM CITY'S USE OF
SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT
BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY WILL
NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF
PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION,
VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANYSUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE
RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT,
NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, AND
CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY,
FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF
COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR
INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL 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, PROVIDED THAT (1) CITY SHALL NOT ENTER
INTO ANY SETTLEMENT THAT INCLUDES AN ADMISSION OF WRONGDOING BY
VENDOR OR THAT WOULD MATERIALLYIMPACT VENDOR'S PRODUCTS, SERVICES
OR BUSINESS, AND (2) VENDOR WILL FULLY PARTICIPATE AND COOPERATE
WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION CITYAGREES TO GIVE
VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, HOWEVER,
NO LATER THAN TEN (10) DAYS OF LEARNING OF THE CLAIM OR ACTION, WITH
COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO.
NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF
COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY
UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY
PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR
RESTRAINED OR, IFASA RESULT OFA SETTLEMENT OR COMPROMISE, SUCH USE
IS MATERIALLY ADVERSELY RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE:
Vendor Services Agreement Page 4 of 27
(A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR
DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO
MAKEITNON-INFRINGING, PROVIDED THATSUCHMODIFICATION DOES NOT
MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE
SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALL Y SUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO
ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING
ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR, TERMINATE THIS
AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQUENT TO WHICH TERMINATION CITYMAYSEEKANYAND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW. NOTWITHSTANDING THE ABOVE VENDOR
SHALL HAVE NO OBLIGATION FOR ANY CLAIM OR ACTION BASED ON THIRD
PARTY COMPONENTS, WHICH ARE WARRANTED SOLELY BY THE INIVIDUAL
THIRD PARTY SUPPLIER.
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WILL VENDOR BE LIABLE FOR ANY OF THE FOLLOWING UNDER THIS
AGREEMENT FOR ANY REASON.
(a) SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE OR EXEMPLAR Y DAMA GES OF ANY KIND,
INCLUDING WITH RESPECT TO LOSS OF PROFITS,
REVENUES, CUSTOMERS OR CONTRACTS, LOSS OF USE OF
EQUIPMENT, LOSS OR DAMAGE TO DATA OR CITYRECORDS,
REPUTATIONAL HARM, OPERATIONAL OR SERVICE
INTERRUPTIONS, BUSINESS INTERRUPTION, OR LACK OF
AVAILABILITY OF CITY MATERIALS OR FACILITIES,
INCLUDING CITY'S COMPUTER RESOURCES, SOFTWARE AND
ANY STORED DATA (INCL UDING CITY DATA) OR RECORDS;
OR
(b) ANY THIRD PARTY CLAIMS AGAINST CITY FOR LOSSES OR
DAMAGES (EXCEPT AS EXPRESSLYPROVIDED IN SECTIONS
8.2 AND 8.3 HEREIN) IN EACH CASE, EVEN IF ADVISED OF
THE POSSIBILITY OF SAME OR EVEN IF SAME WERE
REASONABL Y FORESEEABLE.
8.5 LIMITATION OF DIRECT DAMAGES — THE TOTAL AGGREGATE
LIABILITY OF VENDOR UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT
CITY PAID VENDOR FOR THE SERVICES PURSUANT TO WHICH SUCH LIABILITY
AROSE OR IS ASSOCIATED DURING THE TWELVE (12) MONTH PERIOD
IMMEDIA TEL Y PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE TO
THE LIABILITYAROSE. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS
OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPL Y TO DAMAGES
ARISING FROM VERSA TERMS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations,
or rights under this Agreement without the prior written consent of City. Notwithstanding the
foregoing, no such consent will be required for an assignment resulting from a corporate
reorganization, merger, consolidation, or other internal restructuring involving Vendor, provided
Vendor Services Agreement Page 5 of 27
that such assignment does not result in a change of control of Vendor, defined as a change in
ownership of more than fifty percent (50%) of the voting interests. If City grants consent to an
assignment, the assignee will execute a written agreement with City and Vendor under which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor
and assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired, and non -owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ❑ Applicable ® N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
Vendor Services Agreement Page 6 of 27
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers with respect
to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of thirty (30) days' notice of cancellation or reduction in limits
of coverage must be provided to City. At least ten (10) days' notice will be
acceptable in the event of cancellation due to non-payment of premium. Notice
must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort
Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address
below.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is below
that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws. Ordinances, Rules, and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately
desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents, employees,
servants or representatives, or (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:
Vendor Services Agreement Page 7 of 27
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail (formerly Energy Way)
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With a copy to Fort Worth City Attorney's Office
at same address
To VENDOR:
Versaterm Public Safety US, Inc.
Legal and Cathy Masters, Enterprise Account
Executive
1 North MacDonald, Suite 500
Mesa, AZ 85201
Facsimile: 520-370-5139
leLyal(aversaterm.com.
cathv.masters(&,,versaterm.com
14. Solicitation of Emulovees. Neither City nor Vendor will, 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 other party. Notwithstanding the
foregoing, this provision will not apply to an employee of either party 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,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas, or the United
States District Court for the Northern District of Texas, Fort Worth Division.
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 will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will 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 law, ordinance, or regulation; acts of God; acts of the public enemy; fires;
strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction;
orders of government; 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 state; civil disturbances; other national or regional emergencies; or any other similar cause
not enumerated herein but which is beyond the reasonable control of the parry 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 prevents or hinders the party's
performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
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reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this
section must be addressed and delivered in accordance the notice section of this Agreement.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have had the
opportunity to review and revise this Agreement and that the normal rule of contract construction to the
effect that any ambiguities are to be resolved against the drafting party will not be employed in the
interpretation of this Agreement.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by
an authorized representative of each party.
23. 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.
24. Counterparts. This Agreement may be executed in one or more counterparts, and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration and Nationalitv Act. Vendor must 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 will provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
27. Ownership.
27.1 Retention of Vendor IP. City acknowledges and agrees that all rights, title and interests
in and to the Services, including all intellectual property embodied therein, are and shall at all
times remain the exclusive property of Vendor and that, except as expressly set forth herein, no
rights, title or interests, including any license, is granted to City hereunder by implication,
estoppel, or otherwise of any kind whatsoever in or to the Services or any portion thereof, except,
for the rights and licences expressly granted to the City herein. City further acknowledges and
agrees that all third -party components are and shall at all times remain the property of the
Vendor Services Agreement Page 9 of 27
applicable third -party suppliers. City shall not remove any Vendor trademark, service mark or
logo, or any proprietary notices or labels (including any copyright or trademark notices) from the
Services.
27.2 City Data and Outputs. City retains all rights, title, and interest in and to any City Data it
inputs into the Services, as well as any reports, assessments, or other outputs generated through
Customer's use of the Services (collectively, ' City Outputs'). Supplier does not claim any
ownership over such City Data or City Outputs. For clarity, this provision does not limit Vendor's
rights to Service Use Data as set forth in Section 35.6.4, nor does it grant Customer any rights in
the Services or Vendor Materials as defined in Section 35.5.
27.3 No Work Made for Hire. No software, documentation, or other materials created or
provided by Vendor under this Agreement shall be considered 'work made for hire' under
applicable law. Except for City Data and City Outputs, no ownership rights in any deliverables or
work products shall transfer to Customer.
28. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This
Agreement, and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Change in Comvanv Name or Ownership. Vendor must notify City's Purchasing
Manager in writing of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact invoice payments.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on Bovcottina Energv Comuanies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services unless the contract contains a written verification from the Vendor that it: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement. The terms "boycott energy company" and "company" have the meanings ascribed to those
terms in Section 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 Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
Vendor Services Agreement Page 10 of 27
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services unless the contract contains a written
verification from the Vendor 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 meanings ascribed to those terms in Section 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 Vendor's signature provides written
verification to the City that Vendor: (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.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which
will 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, email, or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
34. License.
34.1 City shall have the right to access and use the Services solely as expressly granted or otherwise
set forth in this Agreement and the applicable service schedule enclosed as Exhibit D.
34.2 City shall not:
(a) use, reproduce, display, perform or otherwise exploit the Services except
as expressly authorized in this Agreement;
(b) copy any of the Services or user documentation except as reasonably
necessary to use the Services for its internal use as authorized herein or
in a service schedule, and in all cases subject to the confidentiality
provisions hereof, and provided that all copyright notices and any other
proprietary notices are included;
(c) assign this Agreement or transfer, lease, export or grant a sublicence of
the Services or the license contained in this Agreement to any person
except as expressly authorized herein or in a service schedule;
(d) decompile, disassemble, reverse engineer, or otherwise access or attempt
to gain access to the Services' source code;
(e) give any person other than its employees, consultants, contractors and/or
clients of City or other individuals listed pursuant to a service schedule
access to the Services or;
(f) rent or lend, with or without charge, any system which includes the
Services to any person including clients and customers;
(g) operate at any time on a regular or irregular basis an online or offline
customer service bureau involving the Services;
Vendor Services Agreement Page 11 of 27
(h) permit (and City shall take all necessary precautions to prevent) third
parties (including, any parties affiliated or related to City) to use the
Services in any way that would constitute a breach of this Agreement or
any service schedule;
(i) use any APIs, other than the APIs expressly authorized for use by
Vendor, with the services or use any authorized APIs in a manner that is
not permitted or published by Vendor;
(j) remove or modify any proprietary marking or restrictive legends placed
on the Services or its associated documentation;
(k) use any device, software, or routine to interfere with the proper working
of the Services or to bypass any security features of the Services; or
(1) introduce into the Vendor's platform any viruses, worms, defects, trojan
horses, malware, or any items of a destructive nature,
34.3 City shall be solely and exclusively responsible for the supervision, management, and control of
City's use of the Services and shall require each of its authorized users to maintain all passwords
and other access credentials with respect thereto.
35. Mindbase Specific Provisions
35.1 Definitions
35.2 License
(a) "City Contact Data" means data Vendor collects from City, its
authorized users, and their end users for business contact purposes
(b) "Service Use Data" means data generated by City's use of the Services
or by Vendor's support of the Services, including product performance and
error information, activity logs and date and time of use;
(c) "City Data" does not include City Contact Data, Service Use Data, or
information from publicly available sources or other third -party data or
Vendor data;
(d) "Process" or "Processing" means any operation or set of operations
which is performed on personal information or on sets of personal
information, whether or not by automated means, such as collection,
recording, copying, analyzing, caching, organization, structuring, storage,
adaptation, or alteration, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making available, alignment or
combination, restriction, erasure or destruction.
(a) Delivery. During the applicable Subscription Term, Vendor will provide
to City the Services set forth in Exhibit A. Vendor will provide City
advance notice (which may be provided electronically) of any planned
downtime. Delivery will occur upon City's receipt of credentials required
for access to the Services or upon Vendor otherwise providing access to
the Services.
Vendor Services Agreement Page 12 of 27
Vendor Services Agreement
(b) Modifications. Vendor may modify the Services and any related systems
so long as their functionality (as described in the applicable Ordering
Document) is not materially degraded. Documentation for the Services
may be updated to reflect such modifications.
(c) User Credentials. If applicable, Vendor will provide City with
administrative user credentials for the Services, and City will ensure such
administrative user credentials are accessed and used only by City's
employees with training on their proper use. City will protect, and will
cause its authorized users to protect, the confidentiality and security of all
user credentials, including any administrative user credentials, and
maintain user credential validity, including by updating passwords. City
will be liable for any use of the Services through such user credential
(including through any administrative user credentials), including any
changes made to the Services or issues or user impact arising therefrom.
To the extent Vendor provides services to City in order to help resolve
issues resulting from changes made to the Services through user
credentials, including through any administrative user credentials, or
issues otherwise created by authorized users, such services will be billed
to City on a time and materials basis, and City will pay all invoices in
accordance with the payment terms below.
(d) Beta Services. If Vendor makes any beta version of a software application
("Beta Service") available to City, City may choose to use such Beta
Service at its own discretion, provided, however, that City will use the
Beta Service solely for purposes of City's evaluation of such Beta Service,
and for no other purpose. City acknowledges and agrees that all Beta
Services are offered "as -is" and without any representations or warranties
or other commitments or protections from Vendor. Vendor will determine
the duration of the evaluation period for any Beta Service, in its sole
discretion, and Vendor may discontinue any Beta Service at any time. City
acknowledges that Beta Services, by their nature, have not been fully
tested and may contain defects or deficiencies.
(e) City Obligations. City will ensure that information City provides to
Vendor in connection with receipt of the Services are accurate and
complete in all material respects. City will make timely decisions and
obtain any required management approvals that are reasonably necessary
for Vendor to provide the Services and perform its other duties under this
Agreement. Vendor may rely upon and is not required to evaluate,
confirm, reject, modify, or provide advice concerning any assumptions or
City information, decisions, or approvals described in this Section. If any
information provided by City prove to be incorrect, or if City fails to
perform any of its obligations under this Agreement, Vendor's ability to
perform its obligations may be impacted and changes to the Agreement,
including the scope, and fees, and performance schedule may be required.
(f) Documentation. The Services may be delivered with documentation for
the equipment, software, or data that specifies technical and performance
features, capabilities, users, or operation, including training manuals, and
other deliverables, such as reports, specifications, designs, plans,
drawings, analytics, or other information (collectively, "Documentation").
Documentation is and will be owned by Vendor, unless otherwise
Page 13 of 27
expressly agreed in writing that certain Documentation will be owned by
City. Vendor hereby grants City a limited, royalty -free, worldwide, non-
exclusive license to use the Documentation solely for its internal business
purposes in connection with the Services.
(g) Support of Downloaded Clients. The Vendor Wellness App is available
in the iOS App Store and Google Play store for download. Authorized
users may install the app on their mobile device(s) or access content
through a web browser. Vendor may update the current version of its client
at any time, including for bug fixes, product improvements, and feature
updates.
35.3 Export Control. City, its employees, and any other authorized users will not access or use the the
Services in any jurisdiction in which the provision of the Services is prohibited under applicable
laws or regulations (a "Prohibited Jurisdiction"), and City will not provide access to the the Services
to any government, entity, or individual located in a Prohibited Jurisdiction. City represents and
warrants that (a) it and its authorized users are not named on any U.S. government list of persons
prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its authorized
users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) City will not
permit its authorized users to access or use the Services in violation of any U.S. or other applicable
export embargoes, prohibitions or restrictions; and (d) City and its authorized users will comply
with all applicable laws regarding the transmission of technical data exported from the U.S. and the
country in which City, its employees, and the authorized users are located.
35.4 City -Provided Equipment; Non -Vendor Content
(a) City -Provided Equipment. Certain components, including equipment
and software, not provided by Vendor may be required for use of the
Services ("City -Provided Equipment"). City will be responsible, at its sole
cost and expense, for providing and maintaining the City -Provided
Equipment in good working order. City represents and warrants that it has
all rights in City -Provided Equipment to permit Vendor to access and use
the applicable City -Provided Equipment to provide the Services under this
Agreement, and such access and use will not violate any laws or infringe
any third -party rights (including intellectual property rights). City (and not
Vendor) will be fully liable for City -Provided Equipment, and City will
immediately notify Vendor of any City -Provided Equipment damage, loss,
change, or theft that may impact Vendor's ability to provide the Services
under this Agreement, and City acknowledges that any such events may
cause a change in the fees or performance schedule under this Agreement.
(b) Non -Vendor Content. In certain instances, City may be permitted to
access, use, or integrate City or third -party software, services, content, and
data that is not provided by Vendor (collectively, "Non -Vendor Content")
with or through the Services. If City accesses, uses, or integrates any Non -
Vendor Content with the Services, City will first obtain all necessary rights
and licenses to permit City's and its authorized users' use of the Non -
Vendor Content in connection with the Services. City will also obtain the
necessary rights for Vendor to use such Non -Vendor Content in
connection with providing the Services, including the right for Vendor to
access, store, and process such Non -Vendor Content (e.g., in connection
with the Services), and to otherwise enable interoperation with the
Services. City represents and warrants that it will obtain the foregoing
Vendor Services Agreement Page 14 of 27
rights and licenses prior to accessing, using, or integrating the applicable
Non -Vendor Content with the Services, and that City and its authorized
users will comply with any terms and conditions applicable to such Non -
Vendor Content. City acknowledges and agrees that Vendor is not
responsible for, and makes no representations or warranties with respect
to, the Non -Vendor Content (including any disclosure, modification, or
deletion of City Data resulting from use of Non -Vendor Content or failure
to properly interoperate with the Services). If City receives notice that any
Non -Vendor Content must be removed, modified, or disabled within the
Services, City will promptly do so. Vendor will have the right to disable
or remove Non -Vendor Content if Vendor believes a violation of law,
third -party rights, or Vendor's policies is likely to occur, or if such Non -
Vendor Content poses or may pose a security or other risk or adverse
impact to the Services, Vendor, Vendor's systems, or any third party
(including other Vendor customers).
35.5 Vendor Materials
(a) City acknowledges that Vendor may use or provide City with access to
software, tools, data, and other materials, including designs, utilities,
models, methodologies, systems, and specifications, which Vendor has
developed or licensed from third parties (including any corrections, bug
fixes, enhancements, updates, modifications, adaptations, translations, de -
compilations, disassemblies, or derivative works of the foregoing, whether
made by Vendor or another parry) (collectively, "Vendor Materials"). The
Services, Vendor data, third -party data, and Documentation, are
considered Vendor Materials. Except when Vendor has expressly
transferred title or other interest to City by way of an addendum or
ordering Document, the Vendor Materials are the property of Vendor or
its licensors, and Vendor or its licensors retain all right, title and interest
in and to the Vendor Materials (including, all rights in patents, copyrights,
trademarks, trade names, trade secrets, know-how, other intellectual
property and proprietary rights, and all associated goodwill and moral
rights). For clarity, this Agreement does not grant to City any shared
development rights in or to any Vendor Materials or other intellectual
property, and City agrees to execute any documents and take any other
actions reasonably requested by Vendor to effectuate the foregoing.
Vendor and its licensors reserve all rights not expressly granted to City,
and no rights, other than those expressly granted herein, are granted to City
by implication, estoppel or otherwise. City will not modify, disassemble,
reverse engineer, derive source code or create derivative works from,
merge with other software, distribute, sublicense, sell, or export the
Services or other Vendor Materials, or permit any third party to do so.
(b) End User Licenses. Notwithstanding any provision to the contrary in this
Agreement, certain software is governed by a separate license, EULA, or
other agreement, including terms governing third -party software, such as
open -source software, included in the Services. City will comply, and
ensure its Authorized Users comply, with such additional license
agreements.
(c)
Vendor Services Agreement Page 15 of 27
35.6 Processing City Data
(a) Vendor Use of City Data. To the extent permitted by law, City grants
Vendor to use City Data to (a) perform the Services under this
Agreement, (b) analyze the City Data to operate, maintain, manage, and
improve Vendor products and services, and (c) create new products and
services. City represents and warrants to Vendor that City's instructions,
including appointment of Vendor as a processor or sub -processor, have
been authorized by the relevant controller.
(b) Collection, Creation, Use of City Data. City further represents and
warrants that the City Data, City's collection, creation, and use of the City
Data (including in connection with the Services), and Vendor's use of such
City Data in accordance with this Agreement, will not violate any laws or
applicable privacy notices or infringe any third -party rights (including
intellectual property and privacy rights). City also represents and warrants
that the City Data will be accurate and complete, and that City has obtained
all required consents, provided all necessary notices, and met any other
applicable legal requirements with respect to collection and use (including
Vendor's and its subcontractors' use) of the City Data as described in the
Agreement.
(c) Data Retention and Deletion. Except for anonymized City Data, as
described above, or as otherwise provided under the Agreement, Vendor
will delete all City Data following termination or expiration of the
Agreement, with such deletion to occur no later than ninety (90) days
following the applicable date of termination or expiration, unless
otherwise required to comply with applicable law. Any requests for the
exportation or download of City Data must be made by City to Vendor in
writing before expiration or termination. Vendor will have no obligation
to retain such City Data beyond expiration or termination unless the City
has purchased extended storage from Vendor through a mutually executed
agreement.
(d) Service Use Data. City understands and agrees that Vendor may collect
and use Service Use Data for its own purposes, including the uses
described below. Vendor may use Service Use Data to (a) operate,
maintain, manage, and improve existing and create new products and
services, (b) test products and services, (c) to aggregate Service Use Data
and combine it with that of other users, and (d) to use anonymized or
aggregated data for marketing, research or other business purposes.
(e) Third -Party Data and Vendor Data. Vendor data and third -party data
may be available to City through the Services. City and its Authorized
Users may use Vendor data and third -party data as permitted by Vendor
and the applicable third -party data provider, as described in the applicable
Addendum. Unless expressly permitted in the applicable Addendum, City
will not, and will ensure its Authorized Users will not: (a) use the Vendor
data or third -party data for any purpose other than City's internal business
purposes; (b) disclose the data to third parties; (c) "white label" such data
or otherwise misrepresent its source or ownership, or resell, distribute,
sublicense, or commercially exploit the data in any manner; (d) use such
data in violation of applicable laws; (e) remove, obscure, alter, or falsify
Vendor Services Agreement Page 16 of 27
any marks or proprietary rights notices indicating the source, origin, or
ownership of the data; or (f) modify such data or combine it with City Data
or other data or use the data to build databases. Additional restrictions may
be set forth in an addendum to this Service Schedule. Any rights granted
to City or Authorized Users with respect to Vendor data or third -party data
will immediately terminate upon termination or expiration of the MSA or
this Service Schedule. Further, Vendor or the applicable third -party data
provider may suspend, change, or terminate City's or any Authorized
User's access to Vendor data or third -party data if Vendor or such third -
party data provider believes City's or the Authorized User's use of the data
violates the Agreement, applicable law or Vendor's agreement with the
applicable third -party data provider. Upon termination of City's rights to
use any Vendor data or third -party data, City and all Authorized Users will
immediately discontinue use of such data, delete all copies of such data,
and certify such deletion to Vendor. Notwithstanding any provision of the
Agreement to the contrary, Vendor will have no liability for third -party
data or Vendor data available through the Services. Vendor and its third -
party data providers reserve all rights in and to Vendor data and third -parry
data not expressly granted in an Addendum or Ordering Document.
(f) Feedback. Any Feedback provided by City is entirely voluntary and will
not create any confidentiality obligation for Vendor.
(g) Improvements. In addition to Section 27 "Ownership" of this
Agreement, to the extent that City is deemed to have any intellectual
property rights in any fixes, modifications, or improvements to the
Services made by or on behalf of Vendor, the City hereby irrevocably
assigns such rights to Vendor, and agrees to reasonably cooperate, at
Vendor's expense, to confirm such assignment, provided that any such
cooperation does not require the City to execute agreements not
previously reviewed and approved by the City.
35.7 Vendor as a Controller or Joint Controller
(a) In all instances where Vendor acts as a controller of data, it will comply
with the applicable provisions of our Mindbase Privacy Statement
at httos:H2ettnindbase.com/i)rivacv-i)olicv, as may be updated from time
to time. Vendor holds all City Contact Data as a controller and shall
Process such City Contact Data in accordance with the Mindbase Privacy
Statement. In the event the Parties determine that their roles constitute joint
controllership under applicable privacy laws, the Parties will discuss in
good faith the appropriate allocation of responsibilities, which may
include entering into a separate agreement, subject to each party's internal
approvals and legal requirements..
(signature page follows)
Vendor Services Agreement Page 17 of 27
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
ACCEPTED AND AGREED:
CITY OF FORT WO TH
By: William hnson (Jun 27, 2025 13:39 PDT)
Name: William Johnson
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By: Robert'All"ge(jun27,202513:39CDT)
Name: Robert A. Alldredge, Jr.
Title: Interim Chief
ATTEST:
a OF°° d
fQR..Q
0 g° ° O9aa
C\�A'
caant�9saq
By:
Name: Jannette Goodall
Title: City Secretary
VERSATERM PUBLIC SAFETY US, INC.
By: Adam Sr hwart7 (_Ilan 77. 2025 12.22 MDT)
Name: Adam Schwartz
Title: Chief Revenue Executive
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.
�/EZc.vrt,e�
By:
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Jackson Skinner
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 18 of 27
EXHIBIT A
SCOPE OF SERVICES
Mindbase for Fort Worth Police Department
Statement of Work
1. Introduction and Purpose
The Mindbase solution provides comprehensive mental health support for first responders. We believe in
improving human health and well-being by bringing people, knowledge, and intelligent technology
together. Mindbase is changingthe mental health landscape for public safety. We partnerwithfederal,state,
and local governmental and non -governmental agencies to provide their personnel support during
challenging prevention, response, and recovery operations. Under the guidance and participation of
Customer, Mindbase will facilitate the delivery and implementation of its integrated mental health and
wellness platform, which includes all purchased products and services in the Purchase and License
Agreement.
Together, the integrated software solutions are referred to as the "System."
Versaterm is committed to building a lifelong partnership with Customer by providing professional project
management, technical, and training assista nce through implementation. The Mindbase solution will provide
Customerwith engaging self-service and peer support tools, to accomplish its wellness goals.
This Statement of Work (SOW) guides the primary activities and responsibilities for the System's
implementation. It documents project implementation requirements, identifies each majortask within the
implementation process, sets expectations for each party, and identifies the criteria by which the Mindbase
Team and Customer will consider a task complete.
2. Summary ofthe major milestones
• Agreement signing
• Mindbase HUB and Toolkit installation
• Project team train ing/Administrationtraining complete
• Third -party integrations
• Testing complete and issues resolved
• End usertrainingcomplete
• Go -live and transition to Support complete
3. Project Objectives
A. Ongoing objectives of the Health and Wellness Platform Implementation project:
• Implement an extensive peersupport and wellness technology solution aimeclat cultivating a culture
of wellness within the organization.
• Provide the software, technology, and services necessary to take proactive care of real-time
challenges facing first responders
• Deliver a simple, fast, and data -driven mental health and wellness platform, powered by Customer
CAD and other data.
4. Specific SOW objectives:
Completethe project implementation plan
• Install and configure Mindbase software applications, including setting up Peer Support Dashboard,
provisioning users, and customizing and deploying the agency Wellness App
Vendor Services Agreement Page 19 of 27
+ Install and configure the external CADIRMS Interfaces
• Provide remote system setup consultation and system and application administration training
• Provide remote end -user training and assistance
• Provide remote Go -live assistance
S. Project Assumptions and General Responsibilities
A. Project Assumptions
• The Mindbase System will be implemented in an Android, iOS, and Windows environment.
• Third -party CADIRMS vendor(s) provide the required information for interface configuration.
• This engagement wilt begin on a mutually acceptable date after Mindbase is in receipt of a signed
contract from Customerthat covers the fees and expenses described therein.
• Customer will provide appropriate technical and management resources to participate in the
implementation as identified in the project tasks and responsibilities.
B. Customer Responsibilities
• Maintain effective communications with the Mindbase Project Manager
• Participate in project status meetings
• Respondto issues and concerns as communicated bythe Mindbase Project Manager
• Facilitate installation (download) of Mindbase app on the applicable personnel's android or iOS
devices
• Gather and disseminate to Mindbase needed agency data as specified in the Interface Definitions
document
• Ensure management and end -user personnel participate in training
Mindbase Project Team Responsibilities
• Function as the liaison with Customer's designated project manager
• Manage all aspects of the implementation, including project communications
• Participate in the project planning, system setup, and training
• Coordinate and schedule the delivery of all products and services, including launch kit (internal
advertising posters, lanyards, QR Coded Peer Support badges) provided by Mindbase
• Conduct project status meetings, training, and Go -live activities
* Provide responses and recommend resolutions to Customer issues
• Facilitate the configuration and Mindbase HUB system installation, and coordinate external interface
installation
6. Project Tasks and Responsibilities
This section outlines all project phases, individual tasks, and responsible parties required to meet the goals
and objectives of this SOW. Mindbase and Customer will perform their respective tasks through a
combination of collaboration, coordination via Teams, phone, email communications, and other remote
means, as appropriate.
Tasks mayor may not be completed in the order in which they appear. Some tasks maybe sequential, while
other tasks maybe concurrent with other tasks.
Vendor Services Agreement Page 20 of 27
Some tasks will involve third -party entities (government agencies, vendors, etc.) to successfully complete
this project. Mindbase will cooperate and use good faith efforts to work effectively with all third -party
representatives from other vendors or government agencies as may be necessary to ensure successful
project completion.
7. Project Planning and Pre -in
A. Task Description
Project Planning will consist of a series of tasks and activities to help prepare the Customer and Mindbase for
the implementation process. Mindbase will conduct a brief project review session and product
demonstration (if needed) for the core Customer project team. The Project review session will include a
discussion of the contract documents, project timelines, goals and objectives, and roles and responsibilities
ofbothparties. The Project review session willbe designed to ensure the project managers and key personnel
on both sides have the same understanding of the overall scope of the project and project approach.
B. Deliverables
Upon completion of Project Planning, Mindbase and Customer will identify estimated Customer resources
and estimated time requirements for Customer -related tasks. This information will be based on Mindbase's
previous experience in installing similar systems.
C. Completion Criteria
This taskwill. be considered complete followingthe project review session
Mindbase
Responsibilities
Conduct kickoff meeting
Required Staff
Project manager
Customer
Responsibilities
Schedule personnel for kickoff
Attend kickoff
Required Staff
Project Sponsor (ad min)
Project team members (admin, peer support staff from
agencies or departments)
Vendor Services Agreement Page 21 of 27
8. Install/Configure Mindbase Application
A. Task Description
Mindbase configures and makes availablethe System components, including10S or Android app, dashboard,
and third -party CAD integration. Mindbase systems engineer will install the Mindbase HUB and Toolkit
application and the Mindbase side of the third -party interface. The systems engineer will configure the
database environments and create the initial administrative user accounts. Customer is responsible for
providing a connection to the third -party CAD/system. Mindbase will configure the third -party CAD and RMS
Integration and, togetherwith Customer, will testto verify the correct data stream and formattransfers to the
Mindbase dashboard.
Mindbase will provide Customer with iOS and Android client applications. Customer is responsible for
installingthe client application on mobile devices.
Mindbase shall install one System for both the Customer's Police Department and Customer's Fire
Department. Each departmentwill be provided user logins accordinglyfor its Authorized Users.
B. Deliverables
• Installation of Mindbase dashboard and app
• Installation of Mindbase components of external interfaces
• Configuration and Set-up of third -party CAD/RMS integration
C. Prerequisites
• Connection to third -party CAD/RMS system
Contact information forthe third -party CAD/RMS vendor
D. Completion Criteria
This task will be complete when Mindbase has installed the Mindbase HUB and Toolkit applications, created
user accounts and administrative accounts, completed the installation of external interfaces, and performed
the required tests for end-usertraining and Go -live.
Mindbase
Customer
Responsibilities Responsibilities
Install Mindbase HUB and Mindbase Toolkit Provide contact information for third -party CAD vendor
Create admin user accounts Provide connection to CAD system
Installation of external interface to CAD Install Mindbase app on end -user iOS or Android devices
system Verify correct data stream/format to dashboard
Verify correct data stream/format to
dashboard
Test and successfully demonstrate
completion to Customer
Vendor Services Agreement Page 22 of 27
Required Staff
Systems engineer
Project manager
Development (programmers)
8. Conduct Project Team Admin Training
A. Deliverables
• Project team training
• Set Impact levels for Incident Types
B. Prerequisites
• Mindbase application installation complete
Required Staff
IT personnel
Peer support/admin
C. Completion Criteria
This task will be complete once the Customer's projectteam has been trained on the Mindbase platform and
has configured the Impact levels portion of the dashboard application.
Mindbase
Responsibilities
Project team training (system
overview)
Demonstrate Mindbase application
Required Staff
Project manager
Trainer
9. Conduct End User Training
Customer
Responsibilities
Ensure appropriate personnel attend projectteamtraining.
Configure Indicators/Incident Types in the dashboard
Required Staff
Project team
A. Task Description
Mindbase will conduct virtual end -user training for peer support and/or admin
B. Deliverabtes
• Peer Support and/orAdmin training
• End -user intro training video
Vendor Services Agreement Page 23 of 27
C. Prerequisites
• Mindbase application installed and configured
D. Completion Criteria
This task will be complete when Mindbase has provided all end -user training
Mindbase I Customer I
Provide virtual peer support training Ensure appropriate personnel attend training class I
Provide End -user intro video
Required Staff Required Staff
Trainer Peer Support
End Users (watch intro video)
10. Go -Live
A. Task Description
Mindbase will ensure all tasks are completed and Customer personnel are prepared for cutover to live
operations.
After cutover, Mindbase will assist Customer personnel with additional guidance and training as
needed. Customer's project team shall be present to provide gu idan cc to other Customer personnel needing
additional assistance.
B. Deliverables
• Go -live assistance
C. Prerequisites
• Completion of all previous tasks
D. Completion Criteria
This task will be complete once live operation of the entire System has commenced and the other tasks
described above have been completed and accepted.
Vendor Services Agreement Page 24 of 27
Mindbase
Customer
Facilitate Go -live kickoff Ensure appropriate personnel attend Go -live kickoff
Observe operations and troubleshoot any Provide guidance to individuals who need extra assistance
issues Relay issues and concerns to Mindbase
Make minor modifications as needed
Required Staff:
Required Staff:
Project manager
Project manager
Systems engineer
Peer Support/Admin
Customersuccess
All employees (end users)
11. Perform Remote Site Audit and Analysis
A. Task Description
2-4weeks following cutoverto live operation, Mindbase Customer Successwill meetwith Customer project
team. Mindbase will be available remotelyto answer any follow-up questions and provide additional training
to enhance user capabilities. Mindbase will supply a starter program document to guide Customer through
engagement goals and objectives for the first year of program use.
B. Deliverables
• Analysis of System Use
• Mindbase starter program
C. Prerequisites
• Go -live operations
D. Completion Criteria
This task will be completed after the Mindbase customer success team has conducted the site audit and
analysis.
Mindbase
Responsibilities
Answerfollow-up questions
Gather initial feedback
Deliver starter program
Required Staff
Customer success
Customer
Responsibilities
Communicate questions or concerns
Begin use of starter program
Required Staff
Applicable staff
Vendor Services Agreement Page 25 of 27
EXHIBIT B
PAYMENT SCHEDULE
Versa term
Versaterm Public Safety US, Inc.
1 North MacDonald, Suite 500
Mesa, Arizona USA
85201
Company Information
Prepared By Cathy Masters
Email
cathy.masteis@versaterm.com
Quote Name Fort Worth Police Department (TX) - Mindbase -
Quote Number
09008782
FY25
Expiration Date
2025-06-30
Created Date 2025-05-07
Customer Information
Contact Name William Cloud
Email
william.cloud@fortworthtexas.gov
Title Sergeant
Bill To
200 Texas St. (Lower Level Room T-105)
Account Name Fort Worth Police Department (TX)
Fort Worth TX 76102
United States
Additional Information
Project Notes: Itemized - Discount applies to purchase by 6130125
Quote Line Items
Initial Mindbase configuration and training. Includes standard 1.00 USD USD
CADlRMS Interface. 2,750.00 2,750.00
Mindbase basesubscriptionper agency 1.00 USD USD
2,500.00 2,500.00
Mindbase subscription 1,90000 USD USD
48.00 91,200.00
Totals
Quote Currency USD One -Time Charge USD 2.750.00
Net Terms Net 30 Total
Contract Term 1 Year Recurring Charge USD 80,020,00
Total
Grand Total USD 82,770.00
This quote does not include any applicable taxes
USD Non
2,750.00 Recurring
USD
2,500.00 Recurring
USD
15.00% 77,520.00 Recurring
Vendor Services Agreement Page 26 of 27
EXHIBIT C
SOLE SOURCE LETTER
\f a rsaterm I North MacDonald, Suite 5 01
%Icsa. AZ, USA 857A1
3/10/2025
Re: Sole Source Justification of Mindbase Wellness and Peer Support
ATTN: Sgt. William Cloud
Fort Worth Police Department
Fort Worth, Texas
Mindbase by Versaterm is among the most advanced wellness tools available in first responder wellness.
The Mindbase Wellness and Peer Support platform provides the functionality, service, and future
needed to support our agencies desire for a comprehensive and integrated approach to wellness.
The Mindbase Platform offers unique features that are not found in other products in the market today.
Most prominent among these unmatched features is the ability the platform has in connecting to
CAD/RMS systems and other data sources, analyzing the data using its proprietary algorithms to surface
back suggested check -ins to peer support teams, enabling a more proactive approach to support. The
system can send private, proactive in-app or email notifications to individual users after difficult
incidents.
Additional unique benefits of the system include:
. Integrated with CAD/RMS/JMS — Mindbase by Versaterm is the only product on the
market that is ingesting data from multiple data sources to identify and potential trauma
exposure and recommend "check ins" to Peer Support teams.
. Integrated Activity Tracker— Provide the ability for peer teams to track their activity
using a desktop or mobile device, while maintaining the anonymity of their peers.
. Integrated Debrief —The Mindbase Platform will integrate with our CAD and RMS
system to understand the events first responders are associated with and can automatically
create recommended debrief lists.
These benefits, among others, make Mindbase by Versaterm the advanced and effective wellness
solution to create proactive connections and elevate the wellness of our agency. Please feel free to
contact me with any questions.
Sincerely,
_
Cathy Masters
Enterprise Account Executive
Versaterm Public Safe* U.S.
Vendor Services Agreement Page 27 of 27