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Contract 63864
CSC No. 63864 FORT WORTH CITY OF FORT WORTH NON-EXCLUSIVE PURCHASE AGREEMENT BASED UPON AN INTERLOCAL AGREEMENT WHEREAS, Section 271.102 of the Texas Local Government Code allows Local Governments to pursue mutually beneficial and cooperative purchasing programs; WHEREAS, pursuant to Chapter 791 of the Texas Government Code and Subchapter F, Chapter 271 of the Texas Local Government Code, the City of Fort Worth ("City"), a Texas home -rule municipality, and the City of Austin ("Austin") have entered into an Interlocal Cooperative Purchasing Agreement on October 3, 2015, which provides that when the one of the Local Government Entities enters into a contract with a vendor for goods and services, the other Local Government is able to enter into a Purchase Agreement with the vendor under the same terms and conditions offered to the Original Local Government Entity so long as the vendor is agreeable (Copy Attached as Exhibit A); and WHEREAS, Veritext LLC ("Vendor") responded to Invitation for Bid (IFB) 5700 DCM1024 REBID 1 for Court Reporting Services issued by the City of Austin agreeing to allow other Local Governmental Entities to enter into a Purchase Agreement with Vendor under the same terms and conditions as those contained in the IFB (Copy attached as Exhibit B). NOW THEREFORE, City and Vendor, each of which will individually be referred to as a "Party" and collectively as the "Parties," enter into this Non -Exclusive Purchase Agreement. The Parties agree that any references to the City of Austin in Exhibit `B" shall be construed as the City of Fort Worth for the purposes of this Agreement and all rights, benefits, duties, and obligations shall inure to the City as if the contract in Exhibit B were originally executed between the City and Vendor. The Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. Exhibit A — Agreement between the City of Fort Worth and City of Austin; 2. Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029; 3. Exhibit C — Vendor's Pricing; and 4. Exhibit D — Conflict of Interest Questionnaire. Exhibits A- D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit B pursuant to the terms and conditions of this Agreement, including all exhibits thereto. In the event of a conflict between Exhibit B and this Agreement or Exhibit A, then this Agreement and Exhibit A shall control. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City shall pay Vendor in accordance with the fee schedule in Exhibit C and in accordance with the provisions of this Agreement. Total annual payment made under this Non -Exclusive Agreement by City shall not exceed One Hundred Thousand Dollars ($100,000.00). The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City for similar services and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager ("Effective Date") and expires on January 7, 2026. This Agreement shall not include any renewal options. 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. Vendor agrees that City shall, 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 documents and records of Vendor involving transactions relating to this Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities subject to Vendor's reasonable rules and regulations while at Vendor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits, and all such audits shall be conducted on regular business days during Vendor's regular business hours in a manner that will not unreasonably interfere with Vendor's operations at its facilities. City's auditors shall present proper credentials to the manager of Vendor's facility at the time that they are admitted to such. 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 pursuant to 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. 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 or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Veritext LLC Attn: Assistant City Manager Greg Simons, Director of Operations 100 Fort Worth Trail 300 Throckmorton, Suite 1600 Fort Worth, TX 76102 Fort Worth, TX 76102 Email: gsimons(&,,veritext.com With copy to Fort Worth City Attorney's Office at the same address City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 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" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. 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. 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 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 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. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. 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 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. 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. [SIGNATURES FOLLOW] The undersigned represents and warrants tha he or she has the power and authority to execute his Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: AMR Ci� o (F-ua_ 7F ?0W; 0R-WU CnT)_ Name: Dianna Giordano Title: Assistant City Manager Date: 08/26/2025 APPROVAL RECOMMENDED: By: Name: Holly Moyer Title: Interim Human Resources Director ATTEST: anon p O� pORT�dO �o ova =sd ��. /� adan nExasga By: I Name: Jannette Goodall Title: City Secretary VENDOR: Veritext LLC By: At? nliAo aNe AoaCD T) Name: Greg Simons Title: Director of Operations Date: 08/20/2025 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Donnette Murphy Title: Property & Casualty Manager APPROVED AS TO FORM AND LEGALITY: uJl By: 91111-1 Name: Jessika J. Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A — Agreement between the City of Fort Worth and City of Austin City of Fort Worth & Austin , z Cooperative Purchasing Agreement C(,,A RACT N — COOPERATIVE PURCHASING AGREEMENT This Cooperative Purchasing Agreement ("Agreement") is made and entered into as of the last date written below between the City of Austin ("Austin"), and the City of Fort Worth, Texas ("Fort Worth"). Both Austin and Fort Worth have each determined a need for a cooperative agreement to purchase like goods and services to avoid duplicate procurement efforts and obtain the benefits of volume purchasing. Austin and Fort Worth are authorized by Section 271.102 of the Texas Local Government Code to pursue mutually beneficial and cooperative purchasing programs. The Parties therefore agree as follows: 1. Purpose. The purpose of this Agreement is to provide Austin and Fort Worth with additional purchasing options by satisfying the provisions of Section 271.102 of the Texas Local Government Code. 2. Purchasing Procedure. 2.1. Designated Representative. The parties agree that each of the parties shall respectively designate a person to act under the direction of, and on behalf of, the designating party (the "Designated Representative"). 2.2. Vendor Agreement. A party that enters into a contract with a vendor for goods or services (the "First Purchasing Party") shall attempt to obtain the vendor's agreement to offer those goods and services to the other party (the "Second Purchasing Party") for the same price and on the same terms and conditions as have been offered to the First Purchasing Party. If the vendor so agrees, and if the Second Purchasing Party is agreeable to such terms and conditions, the Second Purchasing Party may enter into its own separate contract with the vendor for the purchase of such goods or services. 2.3. Payments and Contract Monitoring. Unless otherwise agreed between the Designated Representatives, payments for a purchase made by the Second Purchasing Party shall be paid directly to the vendor and not to the First Purchasing Party. The Second Purchasing Party shall determine whether the vendor has complied with any provisions in its contract with the vendor, including but not limited to those relating to the quality of items and terms of delivery, and shall be responsible for enforcement of its contract against the vendor, including all cost of enforcement. 2.4. No Obligation. Execution of this Agreement does not obligate Austin or Fort Worth to make any purchase, to pay any membership fee or to otherwise incur any cost or z, x obligation. Page 1 of 3 Exhibit A — Agreement between the City of Fort Worth and City of Austin City of Fort Worth & Austin Cooperative Purchasing Agreement 3. Miscellaneous. 3.1. Duration. This Agreement is effective on the date of the last signature below and shall automatically renew annually until terminated by either party. 3.2. Termination. Either party may terminate this Agreement, without cause or penalty, upon not less than thirty days written notice to the other party. 3.3. Alteration. This Agreement may not be altered, amended, or modified except with written agreement from both of the Parties. 3.4. Governing Law and Venue. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations. If any action arises based on any provision of this Agreement, venue for such action shall lie in state or federal courts in accordance with the laws of the State of Texas. 3.5. Interpretation. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 3.6. Severability. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, the parties shall endeavor to agree to a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid or unenforceable. 3.7. Agreement Execution and Authority. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but the same instrument. The undersigned officers or agents are authorized to execute this Agreement on behalf of the parties, and each party certifies to the other that any necessary actions extending such authority have been duly passed and are now in full force and effect. 3.8. Notice. All notices, requests, demands, and other communications required or permitted under this Agreement must be in writing. Notice will be deemed received if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the respective city representative set out below, or his/her designee. 3.9. Headings. The headings in this Agreement are for reference purposes only and are not intended to affect the meaning or interpretation of the Agreement in any way. Page 2 of 3 Exhibit A — Agreement between the City of Fort Worth and City of Austin City of Fort Worth & Austin Cooperative Purchasing Agreement EXECUTED this day of - °' 2015. CITY OF FORT WORTH 1000 Throckmorton Street Fort Worth, Texas 76 102 By: Sys Alanis Title: Assistant Citv Manager APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney M&C P-10710, January 15, Contract Authorization Mary J. Kayser,, Date Page 3 of 3 1 MI CITY OF AUSTIN P.O. Box 1088 Austin, Texas 78767-1088 BY ,ww Title: P khVtt'tk t1k...... ._ Assistant City Attorney M8,(Wibit A — Agreement between the City of Fort Worth and City of Ausew in e 1 of 2 • A . COUNCIL ACTION: Approved on 1/15/2008 Official site of the City of Fort Worth, Texas F0E1T'AbRTII DATE: 1/15/2008 REFERENCE NO.: **P-10710 LOG NAME: 13P07-0130 CODE: P TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Cooperative Purchasing Agreements for Goods and Services Between the City of Fort Worth, Local Governments and Local Cooperative Organizations Authorized by the Texas Local Government Code RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute Cooperative Purchasing Agreements for goods and services between the City of Fort Worth, local governments and local cooperative purchasing organizations authorized by the Texas Local Government Code. DISCUSSION: The Purchasing Division will use this authorization to contract with local governments and local cooperative organizations to obtain goods or services. The use of these contracts allows the City of Fort Worth to take advantage of lower prices without the cost of competitive bidding by obtaining access to existing competitively procured contracts with entities such as Tarrant County, Houston - Galveston Area Council, Texas Association of School Boards' Local Government Purchasing Cooperative and U.S. Communities. This authorization will allow other local governments such as Tarrant County, the City of Arlington and the City of Grand Prairie to participate in contracts awarded by the City of Fort Worth that may result in the addition of other entities' quantities at the next bidding opportunity. Increasing the volume of goods and services bid increases the possibility of lower prices to the City through greater economies of scale. Either of the contract participants may terminate the agreement with written notice to the other party. Section 271.102(a) of the Texas Local Government Code allows local governments to participate in cooperative purchasing programs. Section 271.102(c) of the Code provides that a local government purchasing goods or services under a cooperative purchasing program satisfies any state law requiring that the local government seek competitive bids for purchase of the goods or services. The contracts for goods and services have been competitively bid to increase and simplify the purchasing power of local governments across the State of Texas. The Law Department recommends that the Purchasing Division review these agreements periodically. The last M&C regarding execution of agreements with these cooperatives was approved on March 27, 2001 (M&C C-18510). Going forward these agreements will be reviewed every five years. http://apps.cfwnet.org/council_packet/mc—review.asp?ID=8981 &councildate=1/1 5/2008 11/3/2015 M&C hibit A — Agreement between the City of Fort Worth and City of Aus in 2 of 2 Approval of this Mayor and Council Communication will not commit the City to spend any funds. Purchases exceeding the administrative procurement threshold provided in the City Code of Ordinances will be presented to Council for authorization as required. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the execution of these cooperative purchasing agreements will have no material effect on City funds. BQN\07-0130\KDK TO Fund/Account/Centers Submitted for Citv Manaaer's Office bv: Oriainatina Department Head: Additional Information Contact: ATTACHMENTS FROM Fund/Account/Centers Karen Montgomery (6222) Lena Ellis (8517) Jack Dale (8357) http://apps.cfwnet.org/council_packet/mc review.asp?ID=8981&councildate=1/15/20O8 11/3/2015 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 .i ti City of Austin Purchasing Office RO. Sax 1088. Austin, TX 78+67 January 8, 2021 Via e-mail: kdurkee@veritext.com Ms. Katy Durkee Veritext, LLC, dba Veritext Legal Solutions 515 Congress Avenue, Suite 1700 Austin, TX 78701 RE: Court Reporting Services Ms. Durkee: The City of Austin City Council approved the execution of a contract with Veritext, LLC, dba Veritext Legal Solutions for Court Reporting Services, IFB 5700 DCM1024 REBID 1. Responsible City of Austin Law Department Department: Department Contract Point of Contact: Proiect Name: Contractor Name: Contract Number: Contract Period . _ . . _........................................................................ Contract Award Extension Options: ........................................................................................ Requisition Number: IFB No: Teresa Medina, Contract Management Specialist e-mail: Teresa.Medina2@austintexas.gov Phone: (512) 974-2205 ........... _........ __ ._._._._.__._............ Court Reporting Services Veritext, LLC, dba Veritext Legal Solutions ............................................. _. PA210000029 January 8, 2021 thru January 7, 2024 The City has an approximate $62,000 annual budget for services to be shared amongst the awarded Contractors. ............................................. .. .. .. . . ........................................................................................................ Two (2) additional 12-Month periods at the City's sole option ...... _ .... _ ............... 20. ..............................................._.._.............. ..................................................................... ...... IFB 5700 DCM1024 REBID 1 Thank you for your interest in doing business with the City of Austin. If you have any questions regarding this contract, please contact the person referenced under Department Contact. Sincerely, Digitally signed by Diana Diana Mdntosh Mdnt05h Date' 201.01.08 14,56,46 -0600' Diana McIntosh Procurement Specialist 11 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN Offer and Certifications Solicitation No. IFB 5700 DCM 1024 REBID 1 Instructions. Offerors shall Complete and sign the Offer Certification section of this section as indicated. Offerors shall not complete any portions of the Acceptance section below. Submittals with incomplete and/or unsigned Offer Certification are not considered to be Offers and will be rejected as nonresponsive. Company Name: Veritext, LLC, dba Veritext Legal Solutions Company Address: 515 Congress Avenue, Suite 1700 City, State, zip: Austin, TX 78701 Company's Austin Finance Online Vendor Registration No. V00000929725 Company's Officer or Authorized Representative: Katy Durkee Title of Officer or Authorized Representative: Sales Director- Texas Email: kdurkee@veritext.com Offeror's Phone: 682-708-6071 Offeror's Signature: " Date: 11/1212020 OFFER: The above signed, by his/her signature, represents that he/she is submitting a binding offer and is authorized to bind the respondent to fully comply with the solicitation document contained herein. The Offeror, by submitting and signing below, acknowledges that he/she has received and react the entire document packet including aii revisions, and addenda and agrees to be bound by the terms therein. For City Staff only. The City will complete and sign this section only if the City accepts the Offer. Contract Number: PA210000029 Printed Name of City's Authorized Procurement Staff: Diana McIntosh Title of City's Authorized Procurement Staff: Procurement Specialist II Diana Me I ntosh Digitally signed by Diana Mclrtosh Signature: Date: 2021.01.0814:58:13-06-W Date' January 08, 2021 Email: Diana.Mcintosh@austintexas.gov Phone: (512) 974.2034 ACCEPTANCE: The Offer is hereby accepted. Contractor is now bound to sell the materials or services specified in the Contract. (062420) 1 Page 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 a PRICE SUBMITTAL COURT REr ti_om, It en SERVICES October T, 2020 SOLICITATION NO_: IFS 6700 DCM1024 REBID 1 BUYER: Diana McIntosh Special Instructions: Offerors must use this Pricing Submittal to submit pricing. lie advised that altering the Pricing Submittal or taking exceptions to any portion of the solicitation w a,..:_ .h t ✓ur Offer. There are no minimum quantities ava liable or associated with this invitation For Bid. ourt Reporting as -needed -basis and .: y = 1__ ' : _ ' _ _ 'i id. Th,.v a--r.. 44 1, a.c or these services. The Contractor shall provide, rn rru i. edV�, &,t vices as described herein_ Jnit Prices offered on this Pricing Submittal shall be all incl_ ',, :. ._.�...„expressly allowed in the scope of work (i.e. inch i, , binding, del ;rri y L;,e,Aigo, , )ostage, e-transcript, initial fee, and administrative fees to 4nit price). The Offeror shall not charge separately , � 1 a . ._.w, .,:r 3:i.; (uil4_6 6,,,—a w f u, the Price Submittal). l•j vaorv. 3 ,.,c r items to the Austin, Texas area. The Offeror shall provide all supplies, equipment, labor, materials, transportation, tools, and shipping necessaryto perform the ser,'J..:, .i i. Y... under this contract. It is the City's intent 1.. i / ` . f ' .: , L d secondary contract for the court reporting services. Award of the rnrnary uOy i6 actor will be awarded to the contractor who submits the lowest responsive bid per Category 1, Award of the Secondary Contractor will be awarded to the contractor who submits the next lowest responsive bid per Category 1, CATEGORY 1 - COURT REPORTING SERVICES I 1. Offers MUST Submit a Price for ALL items in Category 1; 7. Pricing for this Category WILL be used to determine award. 3. A bid of "Y (zero) will be interpreted by the City as a no -charge (free) item and the City will not expect to pay for that item; 4. A "no bid" or no response will be considered as non -responsive and will result in a non -responsive bid. 5. The City has an approximate $62,000 annual budget for these services. However, annual estimates are not available, so the below estimated quantities are set at one each. The City reserves the right to purchase more or less. Item No I Labor I Unit of Measure I Quantity I Unit Price I Extended Price In Person - Transcription Services for ru D. aLrrir A aarings 1.0 Cost for taking and preparing transcript (provide digital version with Per Page 1 $ 7.45 5 7 ?5 Certificate of Authenticity, and 1 copy of transcript in preferred format to ArbitratorlHearing Examiner), f Remote -Tr Servires f{dr.Arbit�gjaon hY.dfjlt►l�i 1.1 Cost for taking and preparing transcript (provide eigitai version with Per Page 1 $ T45 S 7.45 Certificate of Authenticity, and 1 —rr .1. r, t �,ir4 in preferred format to Arbitrator/Hearing Examiner). In Person - T.L ,...d., ,u.rtw a u ices for Depositions 1.2 Costs for prep iwIVr6 a,iy,aea, with 1 certified transcript and word index, Per Page 1 $ 5.35 g 5.35 including full and condensed i, .,ll, i. • , .:. A a _ - Remote -Ti, .:.i.. i.l,.+Jlf arrv;CeS For Depositions 1.3 C_ [t:_, : , ,,; ev. . L.d original with 1 certified t a, ,.i_ � t -A ,.turd index, Per Page 1 $ 5.35 5 5.35 including full and condensed electronic transcript. 1.4 Exhibits - SrnfnlSgU z-d%%vaablelOCR per Page 1 $ 0.45 $ 0.45 1.5 Transcription of AudieNideo Recording Per Page 1 $ 6.00 $ 6.00 In Person - Viueweaotrer 1.6 Includes travel time, set-up, edit and download the video onto a unit Per Hour 1 $ 125.00 $ 125.00 of storage and recording the first hour of the depositionlhearing. Section 0600 - Bid Sheet Page 1 Exhibit B - Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Remote - Videoaraoher 1.7 Includes travel time, set-up, edit and download the video onto a unit Per Hour 1 $ 125.00 $ 125.00 of storage and recording the first hour of the depositionlhearing. 1.8 SynchroniZing Transcripts 1.9 Additional Certified Transcript Copies 1,10 Appearance 1 Attendance Fee 1.11 Cancellation charge if less than 2 hour notice is given by City 1.12 Certificate of Non-appearance Per Page 1 $ Z50 $ Per Page 1 $ 3.40 $ Per Hour 1 $ 50.00 $ Rate 1 $ 395.00 $ Date 1 $ 395.00 $ SUBTOTAL FOR COURT REPORTING SERVICES = I $ CATEGORY 1 - RUSH SERVICES 1.13 Prepare and deliver transcript within 1 business day Per Page 1 $ 5.35 $ 1.14 Prepare and deliver transcript within 2 business days Per Page 1 $ 4.81 $ 1.15 Prepare and deliver transcript within 3 business days Per Page 1 $ 4.28 $ SUBTOTAL FOR RUSH SERVICES = $ TOTAL FOR CATEGORY 1 = � $ CATEGORY 2 - OPTIONAL COURT REPORTING SERVICES *'" FOR INFORMATIONAL PURPOSES ONLY'" 1. Pricing for this Category will not be used to determine award. 2. The Legal Department reserves the right to request the fallowing additional Court Reporting Services throughout the term of the Contract; 3. The Vendor may choose to submit a price For all the items or only specific items in Category 2, 2.50 3.40 50.00 395.00 395.00 1.127.95 1 5,35 4.81 4.28 14.44 1.142.39 Item No Labor I Unit of Measure I Quantity I Unit Price I Extended Price 2,O Realtime Transcript Per Page 1 $ 1.95 $ 1.95 2.1 Appellate Rates Per Appeal 1 $ - $ - 2.2 Arbitrations, Mediation Services - Initial Filing Fee Filing Fee 1 $ $ - 2.3 Portable WIF114G Hot Spot - Half Day Fiat Day 1 $ 225.00 $ 225.00 2.4 Portable W IF114G Hot Spot - Full Day Ful Day 1 S 125.00 $ 125.00 2.5 Remote Participation UnlimitedParticipants 1 $ 295.00 $ 295.00 2.6 Remote Live Streaming Per -eg In 1 $ - $ - 2.7 Exhibits - Over Size Exhibit Copies Per Page 1 $ - $ - 2.8 Exhibits - Color Copies Per Page 1 $ 295.00 $ 295.00 2.9 Exhibits - Black and White Copies Per Page 1 $ $ - 2,10 Exhibits - Scanned Copies Per Page 1 $ 100.00 $ 100.00 2,11 Remote Exhibit Share Bate 1 $ 75.00 $ 75,00 2.12 Tabs Per Page 1 $ $ - 2.13 Weekend Holiday Rates Per Hour 1 $ 40.00 $ 40.00 2,14 Wait Time (From scheduled start time) Per Hour 1 $ - $ - 2.15 Condensed Transcript Per Page 1 $ $ Back-up Media Fee - (Secured, cloud -based server, floppy, CD- 2.16 ROM, DVD, Flash Drive, Memory Card, other Form of Electronic Each 1 $ $ - Media) TOTAL FOR CATEGORY 2 = I $ 1,156.95 section 060D - 0id $heel Page 2 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CATEGORY 3 - NON -SPECIFIED SERVICES FOR INFORMATIONAL PURPOSES ONLY*'.. 1. Pricing for this Category will not be used to _ ... J_ 2. In the event n. ,r "".L B 'services Luid ., ,�u� to provide the services, th� Legal Departrne Ia . ,v,,AjL= i .s for approval prior to the proceeding. 4. Please list any additional related &,,,1LG.. yu.,r Company can offer the City along with an associated labor rate, discount off retail price or mark-up to CoSts for the listed services. 5. Information in this CstegbiY wni nor oe evaluated, and the City does not guarantee the purchase or any ui 0(6se aoaiuonai services. 5. Revisicns to the prices may only be adjusted using the Published Price U6ti�j p �/vi , u r , l the Terms and Conditions. Item No. Item Description Unit of Measure Unit Price 3.1 Concierge Technical Support Hour $ 150.00 3.2 Court Filing Fees Deposition $ 25,00 3.3 Admin Fee Deposition $ 50.00 3.4 MedlTeclVExperWideo reporter surchage page $ 0.60 DELIVERY REQUIREMENTS Delivery is required within 10 business days for ftems above. Except Rush Services. Van dr.N ".I ri.JR 6e1,7arf ...y W. �f1U,Ii,& i�_' ts_x Na (Explain below i� unabie to meet delivery requirements) Reason for not being atria :.-..r ueliver, i.,, COMPANY NAME: EMAIL ADDRESS: Veritext Legal Solutions kdurkee@veritext.com Section 060D - Pid Sheet Page 3 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN SCOPE OF WORK FOR COURT REPORTING SERVICES INVITATION FOR BID (IFB) NO. 5700 DCM1024 REBID 1 1.0 PURPOSE The City of Austin seeks bids from qualified contractor(s) to provide court reporting services. There are no minimum quantities available or associated with this Invitation for Bid. Court Reporting Services are on an as -needed -basis and payment will be based upon actual services provided. This scope of work ("SOW") establishes the minimum requirements for these services. The Contractor(s) shall provide products and services as described herein. It is the City's preference to award a primary contract and secondary contract for the court reporting services. The secondary contractor will perform services when the primary contractor is not available. (Reference Section 4.6). This Invitation for Bid will be awarded to the contractor(s) who submit the lowest responsive bid. Award shall be based on individual or groups of specific line items, cost, or any criteria deemed by the City to be most advantageous. The City also reserves the right to refrain from awarding any lines or group of specific line items as -a -result of this solicitation and, instead, award the entire contract to a single Contractor. This contract will be utilized by the Law Department. The Law Department reserves the right to request additional services that are not specifically defined in this Invitation for Bid. Miscellaneous like services must be approved in advance, in writing, by the Law Department. The Law Department reserves the right to use the primary contractor or the secondary contractor for any given deposition, administrative hearing, civil service proceeding or court reporting services to include but not necessarily be limited to official record of testimony in litigation and other matters in anticipation of post -hearing briefs, possible appeals to district court, and/or potential litigation proceedings, as well as providing official records for municipal, state, county or federal employment proceedings. 2.0 BACKGROUND: The Law Department uses court reporters to preserve an accurate written record of testimony in employment matters in anticipation of post -hearing briefs, possible appeals to district court, and/or potential litigation proceedings. The court reporter must meet the qualifications provided by law for official court reporters. The court reporter may use written notes, transcribing equipment, recording equipment, or a combination of those methods to record the proceedings of the court. 3.0 TERM OF CONTRACT: The term of the contract shall be effective as of the date offer is accepted by the City unless otherwise stated "effective date" and remain it effect for an initial term of 36-Months. The Contract may be extended beyond the initial term for up to two (2) additional 12-Month periods at the City's sole option. 4.0 SCOPE OF WORK: 4.1 Primary Contractor and Secondary Contractor Requirements: 4.1.1 The Court Reporters shall be a certified individual or group of certified court reporters operating as a business. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 1 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 4.1.2 The Court Reporters shall have a minimum of five (5) years' experience in providing court reporting services to include official record of testimony in litigation and other matters in anticipation of post -hearing briefs, possible appeals to district court, and/or potential litigation proceedings, as well as providing official records for municipal, state, county or federal employment proceedings. 4.1.3 The Primary Contractor and Secondary Contractor shall not have had any significant performance deficiencies under City contracts in the last three (3) years, including but not limited to contract termination for cause, failure to maintain performance requirements, or outstanding financial obligations to the City. 4.1.4 The Court Reporters shall be certified by the Court Reporters Certification Board and shall remain certified for the duration of the contract term. 4.1.5 The Primary Contractor and Secondary Contractor shall provide the following documents to the Law Department within five (5) days after contract award: 4.1.5.1 Resumes for all proposed Court Reporters assigned to this contract; 4.1.5.2 Copies of the Court Reporters Certification for all Court Reporters; and 4.1.5.3 Copies of the current Texas Certification for Machine Shorthand. 4.2 Primary Contractor and Secondary Contractor Resoonsibilities: The Primary Contractor and Secondary Contractor shall: 4.2.1 Provide all supplies, equipment, labor, materials, transportation tools, and shipping, required for proper execution of the contract and related court reporting services as described in this Invitation for Bid. 4.2.2 Provide an adequate number of experienced Court Reporters to provide high -quality court reporting services through the term of the contract. 4.2.3 Comply with all applicable federal, state and local laws pertaining to the services provided whether statutory, regulatory, or otherwise throughout the term of the contract. 4.2.4 Propose costs that are inclusive of all costs as listed in the Pricing Submittal. 4.2.5 Submit a Price for ALL items in Category 1 of the Price Submittal Sheet. A "no bid" or no response will be considered as non -responsive and will result in a non- responsive bid. 4.3 Delivery Reauirements: 4.3.1 Transcripts shall be delivered within 10-Business Days. 4.3.2 The Law Department has the option to request the following Rush Services: 4.3.1.1 ❑aily (1 Day) —A transcript to be prepared and delivered within one business day. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 2 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 4.3.1.2 Two (2-Days) — A transcript to be prepared and delivered within two (2) business days. 4.3.1.3 Three (3-Days) — A transcript to be prepared and delivered within three (3) business days. 4.3.1.4 The Primary Contractor and Secondary Contractor shall propose costs for rush services in the Pricing Submittal. 4.4 Court Reporter Responsibilities: The Court Reporter shall: 4.4.1 Always maintain a professional courtroom demeanor and appearance. Professional business attire is -required -at -all -times. 4.4.2 Arrive a minimum of 20-Minutes prior to the start time of the scheduled proceeding, at the designated location, to set up necessary equipment to ensure that the Court's docket commences on time. Court Reporters shall ensure that set-up is complete prior to the start of the proceeding to avoid delaying the court docket. 4.4.3 Confer with the judicial clerk to verify that their services are no longer required for the day and that they can be released from that day's service. 4.4.4 Maintain confidentiality and security of all shorthand notes, records, tapes, transcripts, and correspondence. 4.4.5 Provide a completed transcript no later than the 101-Calendar day after the last day a proceeding is concluded, excluding delivery days which are counted from conclusion of the reported proceeding. The delivery due date is the date the complete transcript(s) is received by the Law Department. 4.4.6 Deliver transcripts to the point of contact identified on the City issued Delivery Order. Place of delivery shall be specified on the City issued Delivery Order. 4.4.7 Provide scanned/searchable/OCR transcripts on secured, cloud -based server, CD- ROM, Flash Drives, Memory Card or other form of electronic media, as agreed upon between the requestor and the Court Reporter. 4.4.8 Provide Exhibits as follows: 4.4.8.1 Exhibits shall be scan nedlsearchable/OCR on secured, cloud -based server, CD-ROM, Flash Drives, Memory Card or other form of electronic media and marked, numbered/lettered and arranged in numerical or alphabetical order. 4.4.8.2 Provide an original exhibit index, separately bound, setting forth by party, a summary description of each exhibit number, and a citation to the transcript page on which the exhibit was marked and admitted or reflected. 4.4.8.3 Insert a memorandum in the puce of the exhibit stating its nature, how marked, numbered or lettered and the reason for its absence, if any exhibit is withdrawn or for any other reason is not filed with the transcript. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 3 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 4.4.8.4 Maintain all exhibits designated as confidential in a sealed envelope. 4.4.8.5 Provide the following exhibit copies, when applicable: a. Black and White Exhibit Copies; b. Color Exhibit Copies; c. Over Size Exhibit Copies; or d. Scanned Documents. 4.5 Schedule: 4.5.1 All work completed under this contract and performed by the Primary Contractor or the Secondary Contractor will be at the discretion, authorization, and schedule approval of the Law Department. 4.5.2 Depositions and Hearings are held Monday through Friday generally between 8:00 a.m. and 5:06 p.m. Other hours may be arranged if agreed upon, in writing, by the Primary Contractor, the Secondary Contractor and the Law Department. 4.5.3 The day, times and frequency of any depositions or hearings is subject to change. 4.5.4 The Primary Contractor or the Secondary Contractor must notify the Law Department, in writing, of confirmation of receipt of the Delivery Order within 48-Hours and confirm the availability of a court reporter for the requested date(s). 4.5.5 The Primary Contractor or the Secondary Contractor must provide the Law Department with after -hour telephone numbers and court reporter contact information upon receipt of a City issued Delivery Order. This will enable the Law Department to contact the Court Reporter, the Primary Contractor or the Secondary Contractor, if any changes in the event schedule occurs. 4.5.6 The Primary Contractor or the Secondary Contractor must provide the Law Department with the court reporter's name, e-mail address and cell phone number. If the Primary Contractor or the Secondary Contractor is unable to provide a court reporter for a proceeding, that had previously been scheduled, the Primary Contractor or the Secondary Contractor must notify the Law Department by e-mail, 48-Hours prior to the event. 4.5.7 The Primary Contractor or the Secondary Contractor shall assign another Court Reporter in the event the assigned Court Reporter is unable to provide services. The Primary Contractor or the Secondary Contractor must notify the Law Department, in writing, within 24-Hours of the assignment. 4.5.8 The Primary Contractor nor the Secondary Contractor shall charge a cancellation fee to the City if the Primary Contractor or the Secondary Contractor are notified of the cancellation by the Law Department within 24-Hours of the proceeding. A cancellation fee shall be assessed if notification of the cancellation occurs less than 24-Hours before the proceeding. If there is a cancellation fee it shall not be in excess of an appearance fee. 4.6 Primary Contractor and Secondary Contractor Responsibilities: 4.6.1 It is the City's intent to award a contract to a Primary Contractor and a Secondary Contractor for the court reporter services. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 4 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 4.6.2 Award of the Primary Contractor will be awarded to the contractor who submits the lowest responsive offer per Category 1 of the Price Submittal. 4.6.3 Award of the Secondary Contractor will be awarded to the contractor who submits the next lowest responsive offer per Category 1 of the Price Submittal. 4.6.4 The City will contact the Primary Contractor to ensure the City's requested turnaround timeframe can be met_ 4.6.5 The City will contact the Secondary Contractor when services are needed for the court reporting services. 4.6.6 The Secondary Contractor will be available to perform services when the Primary Contractor is not able to meet City's requested turnaround timeframe. 4.6.7 If the Primary Contractor and the Secondary Contractor are not available, the Legal Department reserves the right to reach out to another vendor. 5.0 DESIGNATION OF KEY PERSONNEL 5A The Law Department, the Primary Contractor and the Secondary Contractor resolve to keep the same key personnel assigned to the contract throughout the term of the contract. In -the - event that it becomes necessary for the Primary Contractor and the Secondary Contractor to replace any key personnel, the replacement shall be an individual having equivalent experience and competence in executing projects such as the one described in this Invitation for Bid. Additionally, the Primary Contractor and the Secondary Contractor shall promptly notify the Law Department and obtain approval for the replacement of the individuals). Such approval shall not be unreasonably withheld. 5.2 The Primary Contractor and the Secondary Contractor shall provide the Law Department's Contract Specialist, the name of their key personnel within one (1) week of the contract effective date. 5.3 The Law Department's key personnel are identified as follows: Title Primary Contractor Contract Manager Secondary Contractor Contract Manager COA Law Contract Specialist COA Law Financial Manager City Procurement Specialist Name Phone Number TBD at contract TBD at contract award award TBD at contract TBD at contract award award Teresa Medina Allan Umana Diana McIntosh (512) 974-2268 (512) 974-2268 (512) 974-2034 Email Address TB❑ at contract award TBD at contract award Teresa.Medina2@austintexas.gov Allan.Umana@austintexas.gov Diana. Mclntosh@austintexas.gov 5.4 The City of Austin Law Contract Specialist identified above will be the main point of contact for the Law Department and will manage the services, operations, and communications. The Law Department will notify the Contractor in writing in the event there is any change in contract administration responsibilities. E-mail communication is preferred, but in the case of emergencies, please contact the City of Austin Law Contract Specialist by phone. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 5 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 6.0 CITY REQUIREMENTS 6.1 The Law Department will grant prior written approval for any sub -contractor services. 6.2 The Law Department reserves the right to replace a Court Reporter, for failing to perform the assigned duties to the Law Department's satisfaction and request another Court Reporter. 6.3 The Law Department reserves the right to request that the non -performing Court Reporter not be assigned to future City of Austin proceedings. 6.4 The Law Department will issue the Primary Contractor, or the Secondary Contractor a City issued Delivery Order, of the requirements for attendance at a proceeding at least three (3) days before the scheduled session. 6.5 The Law Department will provide at a minimum: a. The date and time of services; b. Location of services; c. Description of services requested; and d. Law Department's point of contact. 6.6 The Law Department will notify the contractor of the Court Reporting schedule at least two (2) weeks in advance, if possible. 6.7 The Legal Department requires the same Court Reporter be available to transcribe the entire administrative hearing or deposition that include consecutive scheduled days. 7.0 REFERENCES The Offeror shall provide three (3) references with the Offer including client name, point of contact, phone number and email address. References shall validate satisfactory service for similar work as described herein and number of years' experience. Please include names, physical address, e-mail address, and telephone numbers for all references. 8.0 INVOICES 8.1 Invoices shall be emailed to COALaw.lnvoices0austintexas.00v on or before the 151' of each month for all the services provided in the prior month. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractors' invoice. 8.2 At a minimum, invoices shall be itemized and contain the following information, or they will not be processed and will be returned to the Contractor for correction: a. A unique invoice number; b. Invoice date; c. Court Reporters Name; d. Purchase order or delivery order number; e. Contract number; f. Description of services performed; g. The Contractor's name and remit to address; and h. The Contractor's tax identification number (must exactly match the information in the Contractor's registration with the City.) Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 5 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 9.0 OMISSIONS It is the intent of this Invitation for Bid to acquire the services described herein. All items and/or services omitted from this document which are necessary to meet the objectives of the services described will be considered requirements, although not directly specified or called for herein. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 7 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS The Contractor agrees that the Contract shall be governed by the following terms and conditions. 1 GENERAL 1.1 TERM OF CONTRACT: A_ The Contract shall commence upon execution unless otherwise specified and shall continue in effect until all obligations are performed in accordance with the Contract. Upon written notice to the Contractor from the City's Purchasing Officer or designee, the Contract may be extended beyond the initial term at the City's sole option unless the Contractor is notified 30-Days prior to the expiration. If the City exercises any extension option, all terms, conditions, and provisions of the Contract shall remain in effect for that extension period, subject only to any economic price adjustment otherwise allowed under the Contract. B. Upon expiration of the initial term or any period of extension, the Contractor agrees to holdover under the terms and conditions of this Contract for such a period as is reasonably necessary for the City to re - solicit and/or complete the Deliverables due under this Contract. Any holdover period will not exceed 184-Calendar days unless mutually agreed or, by both parties in writing. 1.2 INDEFINITE QUANTITY: The quantities and/or services listed herein are estimates of the goods and services needed by the City for the period of the Contract. The City reserves the right to purchase more or less of these quantities and/or services as may be required during the Contract term. Quantities and/or services will be as needed and specified by the City for each order. Unless specified in the Contract, there are no minimum order quantities. 1.3 INVOICES: A. The Contractor shall submit separate Invoices for each Order after each delivery or on the schedule provided in the Contract. If partial shipments or deliveries are authorized by the City, a separate Invoice must be sent for each shipment or delivery made. B. Invoices shall be sent to the address on the Purchase Order of Delivery Order in the section entitled, "BILL TO". Proper Invoices must include a unique Invoice number, the purchase Order or delivery Order number, the master agreement number (if applicable), the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized according to pricing structure in the Contract. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the Invoice. The Contractor's name and, if applicable, the tax identification number on the Invoice must exactly match the information in the Vendors registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's Invoice. Invoices received without all required information cannot be processed and will be returned to the vendor. C. Invoices for labor shall include a tabulation of work hours at the appropriate rates and grouped by work Order number. Time billed for labor shall be limited to hours actually worked. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontracting and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, ❑r City sales taxes must not be included in the Invoiced amount. The City will furnish a tax exemption certificate upon request. 1.4 PAYMENT: A. All proper Invoices received by the City will be paid within 30-Calendar days of the City's receipt of the Deliverables or of the Invoice, whichever is later. Terms & Conditions 1 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS B. If payment is not timely made, (per Paragraph A), interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code §2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until 10-Calendar days after the grounds for withholding payment have been resolved. C. if partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the Invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. ❑eIivery of defective or non -conforming Deliverables by the Contractor; ii. Third party claims, which are not covered by the insurance which the Contractor is required to provide under the terms of this Contract, are filed or there is reasonable evidence indicating probable filing of such claims; iii. Failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. Damage to the property of the City or the City's agents, employees or Contractors, which is not covered by insurance required to be provided by the Contractor; V. Reasonable evidence demonstrates that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. Failure of the Contractor to submit proper Invoices with all required attachments and supporting documentation; or vii. Failure of the Contractor to comply with any material provision of the Contract Documents. F. Notice is hereby given of Article VIII, §1 of the Austin City Charter which prohibits the payment of any money to any person, firm or corporation who is in arrears to the City for taxes, and of §2-8-3 of the Austin City Code concerning the right of the City to offset indebtedness owed the City. F. The Contractor agrees to accept payment by either credit card, check or Electronic Funds Transfer for all goods and/or services provided underthe Contract. The Contractor shall factor the cost of processing credit card payments into the Offer. There shall be no additional charges, surcharges, or penalties to the City for payments made by credit card. G. The awarding or continuation of this Contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds appropriated and available for this Contract. The absence of appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not appropriated or available and any Deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. The City shall pay the Contractor, to the extent of funds appropriated or otherwise legally available for such purposes, for all goods delivered and services performed, and obligations incurred prior to the date of notice of non -appropriation. 1.5 FINAL PAYMENT AND CLOSE OUT: A. if a Minority -Owned Business Enterprise/Women-Owned Business Enterprise (MBE/WBE) Program Compliance Plan is required by the Solicitation, and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Project Manager or Contract Manager no later than the 15th calendar day after completion of ail work under the Contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements of the Compliance Plan as accepted by the City. B. The making and acceptance of final payment will constitute: Terms & Conditions 2 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS i. A waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. A waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 1.6 SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this Order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 1.7 AUDITS AND RECORDS: A. The Contractor agrees that the representatives of the office of the City Auditor or other authorized representatives of the City shall have access to, and the right to audit, examine, or reproduce, any and all records of the Contractor related to the performance under this Contract, at the City's expense. The Contractor agrees to refund to the City any overpayments disclosed by any such audit. The City agrees to protect from disclosure Contractor's confidential and proprietary information disclosed during an audit to the same extent it protects its own confidential and proprietary information, subject to the requirements of the Texas Public Information Act, Chapter 2 25 1, Texas Government Code. B. Records Retention: i. Contractor is subject to City Code Chapter 2-11 (Records Management), and as it may subsequently be amended. ii. The Contractor shall retain all records for a period of three years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Contractor are resolved, whichever is longer. 1.8 FINANCIAL DISCLOSURES AND ASSURANCE: The City may request and review financial information as the City requires to determine the credit worthiness of the Contractor, including but not limited to, annual reports, audited financial Statements and reports, bank letters of credit or other credit instruments. Failure of the Contractor to comply with this requirement shall be grounds for terminating the Contract. 1.9 RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. If no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 1.14 STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shaII be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. Terms & Conditions 3 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 1.11 DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or Deliverable required to be submitted by the Contractor to the City. The City shall be in default if it fails to make payment in accordance with the Payment terms of this Contract. 1.12 TERMINATION FOR CAUSE: In the event of a default by either party, the non -defaulting party shall have the right to terminate the Contract for cause, by written notice effective 10-Calendar days, unless otherwise specified, after the date of such notice, unless the defaulting party, within such 10-Day period, cures such default, or provides evidence sufficient to prove to the non -defaulting party's reasonable satisfaction that such default does not, in fact, exist. Additionally, the City shall have the right to act in accordance with the terms defined by "City of Austin Purchasing Office Probation, Suspension and Debarment Rules for Vendors." In addition to any other remedy available under law or in equity, either party shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the party as a result of the Contractor's default, including, without limitation, cost of cover, court costs, and prejudgment and post -judgment interest at the maximum lawful rate. All rights and remedies under the Contract are cumulative and not exclusive of any other right or remedy provided by law. 1.13 ATTORNEY'S FEES: In consideration of the award and execution of this Contract and in consideration of the City's waiver of its right to attorney's fees, the Contractor knowingly and intentionally waives its right to attorney's fees under §271.153, Texas Local Government Code, in any administrative proceeding, alternative dispute resolution proceeding, or litigation arising out of or connected to this Contract. 1.14 TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon 30-Calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds appropriated or otherwise legally available for such purposes, for all goods delivered and services performed, and obligations incurred prior to the date of termination in accordance with the terms hereof. 1.15 FRAUD: Fraudulent Statements by the Contractor on any Offer or in any report or Deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 1.16 DELAYS: The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within 30-Calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution Clause. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. Terms & Conditions 4 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 1.17 FORCE MAJEURE: Contractor may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, pandemic, sovereign conduct, or court order provided that the Contractor experiences the event of force majeure and prudently and promptly acts to take any and all steps that are within the Contractor's control to ensure performance and to shorten the duration of the event of force majeure. Contractor shall provide notice of the force majeure event to the City within three (3) business days of the event or delay, whichever occurs later, to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. Subject to this provision, such non-performance shall not be deemed a default or a ground for termination. However, the City may terminate an ❑rder under the Contract if it is determined by the City that the Contractor will not be able to deliver goods or services in a timely manner to meet the business needs of the City. 1.18 INDEMNITY: A. 1N THIS SECTION, THE FOLLOWING TERMS HAVE THE MEANINGS ASSIGNED BELOW: i. "INDEMNIFIED PARTY" IS THE CITY AND THE CITY'S OFFICERS, ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AGENTS, REPRESENTATIVES, 5UCCESSORS AND ASSIGNS. (1) "INDEMNIFYING PARTY" 15 THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, SUCCESSORS AND ASSIGNS. (2) THE INDEMNIFYING PARTY SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE INDEMNIFIED PARTY AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, CAUSES OF ACTION, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS OR EXPENSES, INCLUDING PROFESSIONAL FEES AND ATTORNEYS' FEES,THATARE INCURRED BY THE INDEMNIFIED PARTY ARISING OUT OF ANY DIRECT OR THIRD PARTY CLAIM OF: ii. BREACH OR NON -FULFILLMENT OF ANY PROVISION OF THIS CONTRACT BY THE INDEMNIFYING PARTY; iii. ANY FALSE REPRESENTATION OR WARRANTY MADE BY THE INDEMNIFYING PARTY IN THIS CONTRACTOR IN THE INDEMNIFYING PARTY'S PROPOSAL/RESPONSE LEADING TO THISCONTRACT; iv. ANY NEGLIGENTOR MORE CULPABLE ACTOR OMISSION OF THE INDEMNIFYING PARTY, INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT, RELATED TO THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS CONTRACT; V. BODILY INJURY; DEATH OF ANY PERSON; OCCUPATIONAL ILLNESS OR DISEASE; LOSS OF SERVICES, WAGES, OR INCOME; OR DAMAGE TO REAL OR PERSONAL PROPERTY CAUSED BY THE NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS OF INDEMNIFYING PARTY, INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT; OR vi. ANY FAILURE OF THE INDEMNIFYING PARTY TO COMPLY WITH ANY APPLICABLE FEDERAL, STATE, OR LOCAL LAWS, REGULATIONS, OR CODES RELATED TO THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS CONTRACT. B. THE INDEMNIFYING PARTY'S OBLIGATIONS TINDER THIS SECTION ARE NOT EXCUSED IN THE EVENTA CLAIM IS CAUSED IN PART BY THE ALLEGED NEGLIGENCE OR MORE CULPABLE ACTS OR OMISSIONS OF THE INDEMNIFIED PARTY, INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT. C. THE INDEMNIFIED PARTY SHALL GIVE THE INDEMNIFYING PARTY WRITTEN NOTICE (A "CLAIM NOTICE-) OF ANY CLAIM RECEIVED RELATED TO THIS CONTRACT. THE INDEMNIFYING PARTY'S DUTY TO DEFEND APPLIES IMMEDIATELY. THE INDEMNIFIED PARTY'S FAILURE TO PROVIDE A CLAIM NOTICE TO THE INDEMNIFYING PARTY DOES NOT RELIEVE THE INDEMNIFYING PARTY OF ITS DUTY TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE INDEMNIFIED PARTY. D. THE INDEMNIFIED PARTY MAY SELECT ITS OWN LEGAL COUNSEL TO REPRESENT ITS INTERESTS. THE INDEMNIFYING PARTY SHALL: Terms & Conditions 5 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS i. REIMBURSE THE INDEMNIFIED PARTY FOR ITS COSTS AND ATTORNEYS FEES IMMEDIATELY UPON REQUEST, AS THEY ARE INCURRED, AND ii. REMAIN RESPONSIBLE TO THE INDEMNIFIED PARTY FOR ANY LOSSES INDEMNIFIED UNDER THIS SECTION. THE INDEMNIFYING PARTY SHALL GIVE PROMPT, WRITTEN NOTICE TO THE INDEMNIFIED PARTY OF ANY PROPOSED SETTLEMENT OF A CLAIM THAT IS INDEMNIFIABLE UNDER THIS SECTION. THE INDEMNIFYING PARTY MAY NOT, WITHOUT THE INDEMNIFIED PARTY'S PRIOR, WRITTEN CONSENT, SETTLE OR COMPROMISE ANY CLAIM OR CONSENT TO THE ENTRY OF ANY JUDGMENT REGARDING WHICH INDEMNIFICATION IS BEING SOUGHT UNDER THIS SECTION. F. MAINTENANCE OF THE INSURANCE REQUIRED BY THIS CONTRACT SHALL NOT LIMIT THE INDEMNIFYING PARTY'S OBLIGATIONS UNDER THIS SECTION. THE INDEMNIFYING PARTY SHALL REQUIRE ALL SUBCONTRACTORS TO INDEMNIFY THE CITY IN THE SAME MANNER AS PROVIDED IN THIS SECTION. 1.19 NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Notices to the Contractor shall be sent to the address registered with the City. Notices to the City shaft be addressed to the City at P.O. Box 1088, Austin, Texas 78767 and marked to the attention of the assigned Procurement Specialist. 1.20 CONFIDENTIALITY: The Contractor may be granted access to certain of the City's or licensor's confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which City or its licensors consider confidential) (Confidential Information) to provide the Deliverables to the City. The Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and its licensors. The Contractor (including its employees, Subcontractors, agents, or representatives) agrees it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without prior written consent of City, or in a manner not expressly permitted under this Contract, unless the Confidential Information is required to be disclosed by law or an Order of a court or other governmental authority (including a Texas Attorney General opinion) with proper jurisdiction. In all cases, the Contractor agrees to promptly notify the City before disclosing Confidential Information to permit the City reasonable time to seek an appropriate protective Order. The Contractor agrees to use protective measures no less stringent than the Contractor uses in its business to protect its own most valuable information. In all circumstances, the Contractor's protective measures must be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. A. Confidential information includes, but is not limited to, all information regarding commercial data, customer information, financial data and projections, pricing proposals, and cost analyses, whether in tangible form or orally or visually conveyed to, or acquired by, the Contractor in the course of its work underthe Contract. Confidential Information may be in any medium and may be written or oral. B. The Contractor agrees: (i) not to use Confidential Information for any reason other than for the purpose of providing or receiving the Deliverables, (ii) not to disclose Confidential Information to any third party Terms & Conditions 6 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS other than to its employees who have a need to know the Confidential Information for furtherance of providing the Deliverables, (iii) to promptly notify City of any request for Confidential Information to be disclosed under any law or Order of any court or other governmental authority with proper jurisdiction, so as to permit City reasonable time to seek an appropriate protective Order, and (iv) to use measures to protect the Confidential Information that are no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. C. All Confidential. Information and derivations thereof shall remain the sole and exclusive property of City, and no license or other right to the Confidential Information or intellectual property is granted or implied hereby. Upon the written request of City, the Contractor shall promptly return to City all tangible items of Confidential Information furnished by City and all copies thereof or certify in writing that all Confidential Information, including all copies, has been destroyed. D. No expiration or termination of the Contract shall affect either party's rights or obligations with respect to Confidential Information. E. The parties acknowledge and agree that any breach or threatened breach of the Contract could cause harm for which money damages may not provide an adequate remedy. The parties agree that in the event of such a breach or threatened breach of the Contract, in addition to any other available remedies, City may seek temporary and permanent injunctive relief restraining the Contractor from disclosing or using, in whole or in part, any Confidential Information. 1.21 TEXAS PUBLIC INFORMATION ACT: A. All material submitted by the Contractor to the City related to the Contract shall become property of the City upon receipt. Any portions of such material claimed by the Can tractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, Texas Government Code. B. In accordance with Texas Government Code §552.372, if this Contract has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by the City or results in the expenditure of at least $1 million in public funds for the purchase of goods or services by the City in a fiscal year, Contractor agrees to: i_ Preserve all Contracting information related to the Contract as provided by the records retention requirements in the AUDITS AND RECORDS Section of the Contract; ii. Promptly provide to the City any Contracting information related to the Contract that is in the custody or possession of Contractor on request of the City; and iii. On completion of the Contract, either: (1) Provide at no cost to the City all Contracting information related to the Contract that is in the custody or possession of Contractor; or (2) Preserve the Contracting information related to the Contract as provided by the records retention requirements in the AUDITS AND RECORDS Section of the Contract. C. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Contract, and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fai€s to comply with a requirement of that Subchapter. 1.22 PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. Terms &Conditions 7 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 1.23 ADVERTISING: The Contractor shall not advertise or publish, without the City's prior written consent, the fact that the City has entered into the Contract, except to the extent required by law. 1.24 NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 1.25 GRATUTIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were Offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Austin with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such Contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 1.28 PROHIBITION AGAINST PERSONAL INTEREST 1N CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision -making process of the performance of any Solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that Solicitation. Any willful violation of this Section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. 1.27 INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent Contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City. 1.28 ASSIGNMENT DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this Paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there be no third -party beneficiaries to the Contract. 1.29 WAIVER: The claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is Terms & Conditions S Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 1.30 MODIFICATIONS: The Contract can be modified or amended only in writing and signed by both parties. No pre-printed or similar terms on any Contractor Invoice, Order, clickwrap agreement or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 1.31 INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive Statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 1.32 DISPUTE RESOLUTION: A. if a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this Section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within 14-Calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one senior level individual with decision -making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in goad faith to negotiate a resolution of the dispute. If, within 30-Calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within 30-Calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option, the City and the Contractor agree to act in good faith in the selection of the mediator and to consider qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a Contract interpretation expert. If the parties fail to agree on a mediator within 30-Calendar days of initiation of the mediation process, the mediator shall be selected by the Travis County Dispute Resolution Center. The parties agree to participate in mediation in good faith for up to 30-Calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 1.33 JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another State or jurisdiction. All Terms & Conditions 9 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS issues arising from this Contract shall be resolved in the courts of Travis County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 1.34 INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contracts ha I I in noway affect the validity or enforceability of any other portion or provision of the Contract. Any void provision small be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 1.35 HOLIDAYS: The following holidays are observed by the City: Holiday New Year's Day Martin Luther King, Jr.'s Birthday President's Day Memorial Day Independence Day Labor Day Veteran's Day Thanksgiving Day Friday after Thanksgiving Christmas Eve Christmas Day Date Observed January 1 Third Monday in January Third Monday in February Last Monday in May July 4 First Monday in September November 11 Fourth Thursday in November Friday afte r Tha n ksgivi ng December 24 December 25 If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. 1.36 SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. Terms & Conditions 10 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 1.37 COOPERATIVE CONTRACT: A. The City has entered into Interlocal Purchasi rig Agreements with other governmental entities, for the purpose of accessing their cooperative contracts and making available our cooperative contracts, pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code. The Contractor agrees to offer the same prices and terms and conditions of this cooperative contract to other eligible governmental agencies that have entered into an interlocal agreement with the City for the purpose of accessing the City's cooperative contracts. B. The City does not accept any responsibility or liability for the purchases by other governmental entities made under a separate contract based on this cooperative contract. 1.38 NON -DEBARMENT CERTIFICATION: When using Federal funds, the City of Austin does not Contract with or make prime or sub -awards to parties that are debarred or whose principals are debarred from Federal Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs. The Contractor shall notify the Procurement Specialist within five (5) business days if they become debarred from doing business with the Federal Government during the term of the Contract. 1.39 EQUAL OPPORTUNITY: A. Equal Employment Opportunity: No Cortractor, or Contractor's agent, shall engage in any discriminatory employment practice as defined in Chapter 5-4 of the City Code. No Offer submitted to the City shall be considered, nor any Purchase Order issued, or any Contract awarded by the City unless the Offeror has executed and filed with the City Purchasing Office a current Non -Discrimination Certification. Non-compliance with Chapter 5-4 of the City Code may result in sanctions, including termination of the Contract and the Contractor's suspension or debarment from participation on future City Contracts until deemed compliant with Chapter 5-4. B. Non -Retaliation: The Contractor agrees to prohibit retaliation, discharge or otherwise discrimination against any employee or applicant for employment who has inquired about, discussed or disclosed their compensation. C. Americans with Disabilities Act (ADA) Compliance: No Contractor, or Contractor's agent, shall engage in any discriminatory practice against individuals with disabilities as defined in the ADA, including but not limited to: employment, accessibility to goods and services, reasonable accommodations, and effective communications. 1.40 MANDATORY ANTI-ISRAEL BOYCOTT PROVISION: Pursuant to Amawi v. Pf{ugervilie Independent School District, 373 F.Supp.3d 717 (W.D. Texas 2019), the State of Texas is preliminarily enjoined from enforcing this provision. However, if that injunction is lifted, this provision may apply to the Contract: Pursuant to Texas Government Code §2271.002, the City is prohibited from contracting with any "company" for goods or services unless the following verification is included in this Contract. A. For the purposes of this Section only, the terms "company" and "boycott Israel" have the meaning assigned by Texas Government Code §2271.001. B. If the Contractor qualifies as a "company", then the Contractor verifies that he: i. does not "boycott Israel"; and ii. will not "boycott Israel" during the term of this Contract. Terms & Conditions 11 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS C. The Contractor's obligations under this Section, if any exist, will automatically cease or be reduced to the extent that the requirements of Texas Government Code Chapter 2271 are subsequently repealed, reduced, or declared unenforceable or invalid in whole or in part by any court or tribunal of competent jurisdiction or by the Texas Attorney General, without any further impact on the validity or continuity of this Contract. 1.41 PROHIBITION ON LGBTQ+ CONVERSION THERAPY: The Contractor certifies that it is aware of City Council Resolution No. 20191114-056, which prohibits the City from Contracting with entities that engage in certain practices related to conversion therapy. By accepting this Contract, the Contractor agrees that: (1) its firm and its principals are not currently and will not during the term of the Contract engage in practicing LGBTQ+ conversion therapy; referring persons to a healthcare provider or other person or organization for LGBTQ+ conversion therapy; or Contracting with another entity to conduct LGBTQ+ conversion therapy; and (2) if the City determines in its sole discretion that Contractor has during the term of this Contract engaged in any such practices, the City may terminate this Contract without penalty to the City. 1.42 SUBCONTRACTORS: A. If the Contractor identified Subcontractors in an MBE/WBE Program Compliance Plan or Subcontractor Plan the Contractor shall comply with the provisions of Chapters 2-9A, 2-913, 2-9C, and 2-913, as applicable, of the Austin City Code and the terms of the Compliance Plan or Subcontractor Plan as approved by the City (the "Plant"j. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing in accordance with the provisions of Chapters 2-9A, 2-913, 2-9C and 2-911), as applicable. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective Deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Contract Manager no later than the 10" calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written Contract between the Contractor and Subcontractor. The terms of the Subcontract may not conflict with the terms of the Contract and shall contain provisions that. i. Require that all Deliverables and services to be provided by the Subcontractor be provided in strict accordance with the provisions, Specifications and terms of the Contract; ii. Prohibit the Subcontractor from further Subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further Subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. Require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its Invoice or application for payment to the City in accordance with the terms of the Contract; iv. Require that all Subcontractors obtain and maintain, throughout the term of their Contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and V. Require that the Subcontractor follow terms as defined in section, AUDITS AND RECORDS and City Code Chapter 2-11 C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract Terms & Conditions 12 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS shall create for the benefit of any such Subcontractor any Contractual relationship between the City and any such Subcontractor, nor shall it create any Obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than 10-Calendar days after receipt of payment from the City. 1.43 NON -SPECIFIED ITEMS: The City may purchase additional related items that are available from the Contractor. Pricing for these non -specified items will be calculated based on a percentage markup over Contractors cost, percentage discount of list price or as otherwise identified in the Price Sheet under the Non -Specified Items Section. The percentage markup or discount shall be fixed throughout the term of the Contract and are not subject to increase. They shall also remain firm through subsequent Contract extension options. The City may request additional information from the Contractor to substantiate the percentage markup or discount prior to placing an order. 1.44 ECONOMIC PRICE ADJUSTMENT: A. Price Adiustments: Prices shown in this Contract shall remain firm for the first 12-Calendar months of the Contract. After that, in recognition of the potential for fluctuation of the Contractor's cost, a price adjustment (increase or decrease) may be requested by either the City or the Contractor on the anniversary date of the Contract or as may otherwise be specified herein. The percentage change between the Contract price and the requested price shall not exceed the percentage change between the specified index in effect on the date the Solicitation closed and the most recent, non -preliminary data at the time the price adjustment is requested. The requested price adjustment shall not exceed 20-Percent (20%) for any single line item and in no event shall the total amount of the Contract be automatically adjusted as a result of the change in one or more -line items made pursuant to this provision. Prices for products or services unaffected by verifiable cost trends shall not be subject to adjustment. B. Effective Date: Approved price adjustments will go into effect on the first (1") Day of the upcoming renewal period or anniversary date of Contract award and remain in effect until Contract expiration unless changed by subsequent amendment. C. Adiustments: A request for price adjustment must be made in writing and submitted to the other Party prior to the yearly anniversary date of the Contract; adjustments may only be considered at that time unless otherwise specified herein. Requested adjustments must be solely for the purpose of accommodating changes in the Contractor's direct costs. Contractor shall provide an updated price listing once agreed to adjustment(s) have been approved by the parties. ❑. Indexes: In most cases an index from the Bureau of Labor Standards will be utilized; however, if there is more appropriate, industry recognized standard then that index may be selected. i. The following definitions apply: (1) Base Period: Month and year of the original Contracted price (the Solicitation close date). (2) Base Price: Initial price quoted, proposed and/or Contracted per unit of measure. (3) Adjusted Price: Base Price after it has been adjusted in accordance with the applicable index change and instructions provided. (4) Change Factor: The multiplier utilized to adjust the Base Price to the Adjusted Price. (5) Weight W The percent of the Base Price subject to adjustment based on an index change. Terms & Conditions 13 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS a. Adjustment -Request Review: Each adjustment -request received will be reviewed and compared to changes in the index(es) identified below. Where applicable: i. Utilize final Compilation data instead of Preliminary data ii. If the referenced index is no longer available shift up to the next higher category index. iii. Index identification: Complete Weight % or $ of Base Price: 100% Database Name: Bureau of Labor Statistics, Employment Cost Index (NAICS) Series ID: CIU30200003000001 ® Not Seasonally Adjusted 1 ❑ Seasonally Adjusted Geographical Area: United States Description of Series ID: Wages and salaries for State and local government workers in Service occupations, Index This Index shall apply to all items of the Price Submittal Sheet. E. Calculation: Price adjustment will be calculated as follows: Single Index: Adjust the Base Price by the same factor calculated for the index change. Index at time of ca Icu lation Divided by index on Solicitation close date Equals Change Factor Multiplied by the Base Rate Equals the Adjusted Price F. If the requested adjustment is not supported by the referenced index, the City, at its sole discretion, may consider approving an adjustment on fully documented market increases. 1.45 INSURANCE: A GENERAL INSURANCE REQUIREMENTS: i. The Contractor shall provide a Certificate of Insurance as verification of coverages and endorsements required in Section B, 5peo ific Insurance Requirements, to the City prior to Contract execution and within 14-Calendar days after written request from the City. Faiture to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a Terms & Conditions 14 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. ii. All endorsements naming the City as additional insured, waivers, and notices of cancellation shall indicate, and the Certificate of Insurance shall be mailed to the following address: City of Austin Purchasing Office P.O. Box 1088 Austin, Texas 78767 OR P U R I nsu ra n ceCo m pl is nce @au sti nTexas. aov iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The City may request that the Contractor submit certificates of insurance to the City for all Subcontractors prior to the Subcontractors commencing work on the project. v. The Contractor's and all Subcontractors' insurance coverage shall be written by companies authorized to do business in the State of Texas and have an A.M. Best rating of B+VII ❑r better. vi. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. vii. If insurance policies are not written for amounts specified in Section B, Specific Insurance Requirements, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. viii. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of pa rticuIar policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. ix. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in exposure, statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. X. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as req wired in the Contract. xi. The Contractor shall be responsible for premiums, deductibles and self -insured retentions, if any, stated in policies. Self -insured retentions greater than $499,999 shall be disclosed on the Certificate of Insurance. xii. If any required insurance is written on a claims -made basis, the Certificate of Insurance shall state that the coverage is claims -made and the retroactive date shall be prior to or coincident with the date of the Contract and the coverage continuous and shall be provided for 24 months following the completion of the Contract. xiii. The insurance coverages specified in Section B., Specific Insurance Requirements, are required minimums and are not intended to limit the responsibility or liability of the Contractor. Terms & Conditions 15 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS S. Soecific Insurance Coveraee Requirements: The Contractor, consistent with its status as an independent Contractor shall carry and will cause its Subcontractors to carry, at a minimum insurance in the types and amounts indicated below for the duration of the Contract, including extension options and hold over periods, and during any warranty period. Worker's Compensation and Emolovers' Uabiiity Insurance: Coverage shall be consistent with statutory benefits outlined in the Texas Worker's Compensation Act (Section 401). The minimum policy limits for Employer's Liability are $100,000 bodily injury each accident, $500,000 bodily injury by disease policy limit and $100,000 bodily injury by disease each employee. (1) The Contractor's policy shall apply to the State of Texas and include these endorsements in favor of the City of Austin: a. Waiver of Subrogation, Form WC420304, or equivalent coverage; b. 30 Days' Notice of Cancellation, Form WC420601, or equivalent coverage. Commercial General Liabilitv Insurance: Coverage with minimum bodily injury and property damage per occurrence limits of $500,000 for coverages A (Sod ily Injury and Property Damage) and B (Personal and Advertising Injury). (1) The policy shall contain the following provisions: a. Contractual liability coverage for liability assumed under the Contract and all other Contracts related to the project; b. Independent Contractors coverage (Contractor/Subcontracted work); c. Products/Completed Operations Liability for the duration of the warranty period; d. If the project involves digging ordrilling, provide Explosion, Collapse, and Underground (X, C, & U) Coverage. (2) The policy shall also include these endorsements in favor of the City of Austin: a. Waiver of Subrogation, Endorsement CG 2404, or equivalent coverage; b. 30 Days' Notice of Cancellation, Endorsement CG 0205, or equivalent coverage; c. The City of Austin listed as an additional insured, Endorsement CG 2010, or equivalent coverage. iii. Business Automobile Liabilitv Insurance: Coverage f or all owned, non -owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternate acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. (1) The policy shall include these endorsements in favor of the City of Austin: a. Waiver of Subrogation, Endorsement CA0444, or equivalent coverage; b. 30 Days' Notice of Cancellation, Endorsement CA0244, or equivalent coverage; c. The City of Austin listed as an additional insured, Endorsement CA2048, or equivalent coverage. iv. Professional Liabilitv; Contractor shall provide Professional Liability coverage, at a minimum limit of $500,000 per occurrence, to pay on behalf of the assured all sums which the assured shall become legally obligated to pay as damages by reason of any negligent act, error, or omission arising out of the performance of professional services under this Agreement. Policy shall be endorsed to name City of Austin, its Affiliates, and their respective directors, officers, employees, and agents, as additional insureds. C. Endorsements: The specific insurance coverage endorsements specified above, or their equivalents must be provided. If endorsements, which are the equivalent of the required coverage, are proposed to be substituted for the required coverage, copies of the equivalent endorsements must be provided for the City's review and approval. Terms & Conditions 16 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 2 SERVICES 2.1 ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES AND/OR SERVICES: If, instead of requiring immediate correction or removal and replacement of defective or non -conforming Deliverables or Services, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming Deliverables or Services. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming Deliverables or Services. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor within 30-Calendar days of notification provided by the City. 2.2 WORKFORCE: A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, Subcontractors, and Subcontractor's employees may not while engaged in participating or responding to a Solicitation or while in the course and scope of delivering goods ❑r services under a City of Austin Contract or on the City's property: i. Illegally use or possess a firearm, except as required by the terms of the Contract; ❑r ii. Use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, cr under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has illegally possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. 2.3 GUARANTEE —SERVICES: The Contractor warrants and represents that all services to be provided to the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices following the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from final acceptance. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with the services warranty standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within 30-Calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair t hie City's rights under this Section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the Cityto procure such services from another source. Terms & Conditions 17 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 2.4 DATA SECURITY: In the course of providing services to the City, the Contractor may gain access to City -owned and City - maintained information. If so, the City and the Contractor desire to keep such information appropriately protected. The Contractor will handle information it receives from the City in compliance with this provision. A. Definitions. Capitalized terms used in this Section shall have the meanings set forth, below: "Authorized Persons" means (i) the Contractor's employees; and (ii) the Contractor's Subcontractors and agents who have a need to know or otherwise access Personal Information to enable the Contractor to perform its obligations under this Contract, and who are bound in writing by confidentiality and other obligations sufficient to protect Personal Information in accordance with the terms and conditions of this Contract. "Highly Sensitive Personal Information" means an (i) individual's government -issued identification number (including Social Security number, driver's license number, or state -issued identification number); (ii) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, or password that would permit access to an individual's financial account; or (iii) biometric, genetic, health, medical, or medical insurance data. "Personal Information" means information provided to the Contractor by or at the direction of the City, information which is created or obtained by the Contractor on behalf of the City, or information to which access was provided to the Contractor by or at the direction of the City, in the course of the Contractor's performance under this Contract that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government -issued identification numbers, passwords or PINS, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, and other personal identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Highly Sensitive Personal Information. "Security Breach" means (i) any act or omission that compromises either the security, con€identiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place by the Contractor or any Authorized Persons, or by the City should the Contractor have access to the City's systems, that relate to the protection of the security, confidentiality, or integrity of Personal Information, or (ii) receipt of a complaint in relation to the privacy and data security practices of the Contractor or any Authorized Persons or a breach or alleged breach of this Contract relating to such privacy and data security practices. Without limiting the foregoing, a compromise shall include any unauthorized access to or disclosure or acquisition of Personal Information. B. Standard of Care i. The Contractor acknowledges and agrees that, during the term of this Contract, the Contractor may create, receive, or have access to Personal Information. For any Personal Information, the Contractor shall comply with this Section in its creation, collection, receipt, transmission, storage, disposal, use, and disclosure of such Personal Information and be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or Terms & Conditions 18 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS disclosure of Personal Information Linder its control or in its possession by all Authorized Persons. The Contractor shall be responsible for, and remain liable to, the City for the actions and omissions of all Authorized Persons concerning the treatment of Personal Information. ii. Personal Information is deemed to be Confidential Information of the City and is not Confidential Information of the Contractor. In the event of a conflict or inconsistency between this -Section and any other Section of this Contract, the terms and conditions of this Section shall govern and control. iii. The Contractor agrees and covenants that it shall: iv. Keep and maintain all Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use, or disclosure; a. Not create, collect, receive, access, or use Personal Information in violation of law; b. Use and disclose Personal Information solely and exclusively for the purposes for which the Personal Information, or access to it, is provided pursuant to the terms and conditions of this Contract, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Information for the Contractor's own purposes or for the benefit of anyone otherthan the City, in each case, without the City's prior written consent; and c. Not directly or indirectly, disclose Personal Information to any person other than Authorized Persons, without the City's prior written consent. V. The Contractor represents and warrants that its creation, collection, receipt, access, use, storage, disposal, and disclosure of Personal Information does and shall comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives. vi. The Contractor shall implement and maintain a written information security program, including appropriate policies, procedures, and risk assessments that are reviewed and updated at least annually. vii. Without limiting the Contractor's obligations under this Section, the Contractor shall implement administrative, physical, and technical safeguards to protect Personal Information from unauthorized access, acquisition, or disclosure, destruction, alteration, accidental loss, misuse, or damage that are no less rigorous than the National Institute of Standards and Technology ("NIST") Cybersecurity Framework and shall ensure that all such safeguards, including the manner in which Personal Information is created, collected, accessed, received, used, stored, processed, disposed of, and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Contract. viii. If the Contractor has access to or will collect, access, use, store, process, dispose of, or disclose credit, debit, or other payment cardholder information, the Contractor shall, at all times, remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at the Contractor's sole cost and expense. ix. At a minimum, the Contractor's safeguards for the protection of Personal Information shall include: (i) limiting access of Personal Information to Authorized Persons; (ii) securing business facilities, data centers, paper files, servers, backup systems, and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability; (iii) implementing network, application, database, and platform security; (iv) securing information transmission, storage, and disposal; (v) implementing authentication and Terms & Conditions 19 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS access controls within media, applications, operating systems, and equipment; (vi) encrypting Highly Sensitive Personal Information stored on any media; (vii) encrypting Highly Sensitive Personal Information transmitted over public or wireless networks; (viii) strictly segregating Personal Information from information of the Contractor or its other customers so that Personal Information is not commingled with any other types of information; (ix) conducting risk assessments, penetration testing, and vulnerability scans and promptly implementing, at the Contractor's sole cost and expense, a corrective action plan to correct any issues that are reported as a result of the testing; (x) implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks consistent with applicable law; and (xi) providing appropriate privacy and information security training to Authorized Persons. x. The Contractor shall, at all times, cause Authorized Persons to abide strictly by the Contractor's obligations under this Contract. The Contractor further agrees that it shall maintain a disciplinary/sanctions process to address any unauthorized access, use, or disclosure of Personal Information by any Authorized Person. Upon the City's written request, the Contractor shall promptly identify for the City, in writing, all Authorized Employees as of the date of such request. Upon the City's written request, the Contractor shall provide the City with a network diagram that outlines the Contractor's information technology network infrastructure and all equipment used in relation to fulfilling its obligations under this Contract, including, without limitation: (i) connectivity to the City and all third parties who may access the Contractor's network to the extent the network contains Personal Information; (4) all network connections, including remote access services and wireless connectivity; (iii) all access control measures (far example, firewalls, packet filters, intrusion detection and prevention services, and access-list- contro#led routers); (iv) all backup or redundant servers; and (v) permitted access through each network connection. C. Security Breach Procedures: i. The Contractor shall: a. Provide the City with the name and contact information for an employee of the Contractor who shall serve as the City's primary security contact and shall be available to assist the City 24 hours per day, seven days per week as a contact in resolving obligations associated with a Security Breach; b. Notify the City of a Security Breach as soon as practicable, but no later than 24 hours after the Contractor becomes aware of it; and c. Notify the City of any Security Breaches by telephone at 512-974-4357 and email at PICK APPROPRIATE ONE cvbersecuritvPaustintexas.Rov (All contracts except AE) AE-Exec-Info-Sec(7austinenerRv.com (AE Contracts). ii. Immediately following the Contractor's notification to the City of a Security Breach, the parties shall coordinate with each other to investigate the Security Breach. The Contractor agrees to fully cooperate with the City in the City's handling of the matter, including, without limitation: (i) assisting with any investigation; (ii) providing the City with physical access to the facilities and operations affected; (iii) facilitating interviews with the Contractor's employees, Authorized Persons, and others involved in the matter; and (iv) making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law, regulation, industry standards, or as otherwise required by the City. Terms & Conditions 20 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS iii. The Contractor shall, at its own expense, use best efforts to immediately contain and remedy any Security Breach and prevent any further Security Breach, including, but not limited to taking any and all action necessary to comply with applicable privacy rights, laws, regulations, and standards. The Contractor shall reimburse the City for all actual costs incurred by the City in responding to, and mitigating damages caused by, any Security Breach, including all costs of notice and/or remediation. iv. The Contractor agrees that it shall not inform any third party of any Security Breach without first obtaining the City's prior written consent, other than to inform a complainant that the matter has been forwarded to the City's Attorrey. Further, the Contractor agrees that the City shall have the sole right to determine: (i) whether notice of the Security Breach is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law or regulation, or otherwise in the City's discretion; and (ii) the contents of such notice, whether any type of remediation may be Offered to affected persons, and the nature and extent of any such remediation. V. The Contractor agrees to maintain and: preserve all documents, records, and other data related to any Security Breach. vi. The Contractor agrees to fully cooperate, at its own expense, with the City in any litigation, investigation, or other action deemed necessary by the City to protect its rights relating to the use, disclosure, protection, and maintenance of Personal Information. vii. in the event of any Security Breach, the Contractor shall promptly use its best efforts to prevent a recurrence of any such Security Breach. D. Oversight of Security Compliance Upon the City's written request to confirm the Contractor's compliance with this Contract, as well as any applicable laws, regulations, and industry standards, the Contractor grants the City or, upon the City's election, a third party on the City's. behalf, permission to perform an assessment, audit, examination, or review of all controls in the Contractor's physical and/or technical environment in relation to all Personal Information being handled and/or services being provided to the City under this Contract. The Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure, and application software that processes, stores, or transports Personal Information for the City pursuant to this Contract. In addition, upon the City's written request, the Contractor shall provide the City with the results of any audit performed by or on behalf of the Contractor that assesses the effectiveness of the Contractor's information security program as relevant to the security and confidentiality of Personal Information shared during the course of this Contract. i. Return or Destruction of Personal Information. At any time during the term of this Contract, at the City's written request or upon the termination or expiration of this Contract for any reason, the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the City all copies, whether in written, electronic, or other form or media, of Personal Information in its possession or the possession of such Authorized Persons, or securely dispose of all such copies, and certify in writing to the City that such Personal Information has been returned to the City or disposed of securely. The Contractor shall comply with all directions provided by the City with respect to the return or disposal of Personal Information. ii. Equitable Relief. The Contractor acknowledges that any breach of its covenants or obligations set forth in this Section may cause the City irreparable harm for which monetary damages would not Terms & Conditions 21 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS be adequate compensation and agrees that, in the event of such breach or threatened breach, the City is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the City may be entitled at law or in equity. 5uch remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, notwithstanding to any exclusions or limitations in this Contract to the contrary. iii. Material Breach. The Contractor's failure to comply with any of the provisions of this Section is a material breach of this Contract. In such event, the City may terminate the Contract effective immediately upon written notice to the Contractor without further liability or obligation to the Contractor. iv. INDEMNIFICATION. THE CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY AND ITS ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (EACH, A "CITY INDEMNITEE") FROM AND AGAINST ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, ACTIONS, JUDGMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS' FEES, THE COST OF ENFORCING ANY RIGHT TO INDEMNIFICATION HEREUNDER, AND THE COST OF PURSUING ANY INSURANCE PROVIDERS, ARISING OUT OF OR RESULTING FROM ANY THIRD -PARTY CLAIM AGAINST ANY CUSTOMER INDEMNITEE ARISING OUT OF OR RESULTING FROM SERVICE PROVIDER'S OR AUTHORIZED PER5ON'5 FAILURE TO COMPLY WITH ANY OF THE OBLIGATIONS OF THIS SECTION. 2.5 TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract for which reimbursement may be claimed by the Contractor under the terms of the Solicitation will be reviewed against the current United States General Services Administration Domestic Per Diem rates as published and maintained online at: httos:J/www.gsa.gov/travel/plan-booklper-diem-rates No amounts in excess of the Travel Policy or rates shall be paid. All Invoices must be accompanied by copies of detailed itemized receipts (e.g. hotel bills, airline tickets). No reimbursement will be made for expenses not actually incurred. Airline fares in excess of coach ❑r economy will not be reimbursed. Mileage charges may not exceed the amount permitted as a deduction in any year under the Internal Revenue Code or Regulations. 2.6 PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and Specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the Contract. The Contractor hereby releases and holds the City harmless from and against any liabi lity or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. Terms & Conditions 22 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 2.7 COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, its Subcontractors, and their respective employees, shall comply fully with all applicable Federal, State, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this Paragraph. 2.8 LIVING WAGES: The Citv's Living Wage Program. Rule R161-17.14, is located at: http://www.austinTexas.gov/edims/document.cfm?id=277854 A. The minimum wage required for all Contractor Employees (and all tiers of Subcontracting) directly assigned to this City Contract is $15.00 per hour, unless Published Wage Rates are included in this Solicitation. In addition, the City may stipulate higher wage rates in certain Solicitations in order to assure quality and continuity of service. B. The City requires Contractors submitting Offers on this Contract to provide a certification (see the Living Wages Contractor Certification included in the Solicitation) with their Offer certifying that all Contractor Employees (and at tiers of Subcontracting) directly assigned to this City Contract will be paid a minimum living wage equal to or greaterthan $15.00 per hour. The certification shall include a list of all Contractor Employees (and all tiers of Subcontracting) directly assigned to providing services under the resultant Contract including their name and job title The list shall be updated and provided to the City as necessary throughout the term of the Contract. C. The Contractor shall maintain throughout the term of the resultant Contract basic employment and wage information for each employee as requ ired by the Fair Labor Standards Act. ❑. The Contractor shall provide to the Department's assigned Contract Manager with the first Invoice, individual Employee Certifications for all Contractor Employees (and all tiers of Subcontracting) directly assigned to the Contract. The City reserves the right to request individual Employee Certifications at any time during the Contract term. Employee Certifications shall be signed by each Contractor Employee (and a€I tiers of Subcontracting) directly assigned to the Contract. The Employee Certification form is available on-line at httios://www.austiriTexas.p-ov/financeonline/vendor connection/index.cfm. E. Contractor shall submit employee certifications for Contractor Employees (and all tiers of Subcontracting) annually on the anniversary date of Contract award with the respective Invoice to verify that employees are paid the Living Wage throughout the term of the Contract. The Employee Certification Forms shall be submitted for Contractor Employees (and all tiers of Subcontracting) added to the Contract and/or to report any employee changes as they occur. F. The Department's assigned Contract Manager will periodically review the employee data submitted by the Contractor to verify compliance with this Living Wage provision. The City retains the right to review employee records required in Paragraph C above to verify compliance with this provision. 2.9 NON -SOLICITATION: A. During the term of the Contract, and for a period of six (6) months following termination of the Contract, the Contractor, its affiliate, or its agent shall not hire, employ, or solicit for employment or consulting services, a City employee employed in a technical job classification in a City Department that engages or uses the services of a Contractor employee. Terms & Conditions 23 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS B. If a breach of Paragraph A occurs the Contractor shall pay liquidated damages to the City in an amount equal to the greater of. (i) one (1) year of the employee's annual compensation; or (ii) ten percent (10%) of the employee's annual compensation while employed by the City. The Contractor shall reimburse the City for any fees and expenses incurred in the enforcement of this provision. C. During the term of the Contract, and for a period of six (6) months following termination of the Contract, a Department that engages the services of the Contractor or uses the services of a Contractor employee will not hire a Contractor employee while the employee is performing work under a Contract with the City unless the City first obtains the Contractor's approval. D. Notwithstanding the foregoing, this provision shall be waived in the event an employee initiates an unsolicited action based on public advertisements in newspapers, trade publications, or electronic job boards. 2.10 WORKFORCE SECURITY CLEARANCE AND IDENTIFICATION (ID): A. Contractors are required to obtain a certified criminal background report with fingerprinting (referred to as the "report.") for all persons performing on the Contract, including all Contractor, Subcontractor, and Supplier personnel (for convenience referred to as "Contractor's personnel"). B. The report may be obtained by reporting to one of the below governmental entities, submitting to fingerprinting and requesting the report [requestors may anticipate a two -week delay for State reports and up to a four- to six -week delay for receipt of a Federal report.]. Texas Department of Public Safety for any person currently residing in the State of Texas and having a valid Texas driver's license or photo ID card; ii. The appropriate governmental agency from either the U.S. state or foreign nation in which the person resides and holds either a valid U.S. state -issued or foreign national driver's license or photo ID card; or iii. A Federal Agency. A current Federal security clearance obtained from and certified by a Federal agency may be substituted. C. Contractor shall obtain the reports at least 30 days prior to any onsite work commencement. Contractor also shall attach to each report the project name, Contractor's personnel name(s), current address(es), and a copy of the U.S. state -issued or foreign nationall driver's license or photo ID card. D. Contractor hall provide the City a Certified Criminal Background Report affirming that Contractor has conducted required security screening of Contractor's personnel to determine those appropriate for execution of the work and for presence on the City's property. A list of all Contractor Personnel requiring access to the City's site shall be attached to the affidavit. E. Upon receipt by the City of Contractor's affidavit described in (D) above and the list of the Contractor's personnel, the City will provide each of Contractor's personnel a City -issued Contractor ID badge that is required for access to City property that shall be worn at all times by Contractor's personnel while on the work site. Failure to wear or produce the 1D badge may be cause for removal of an individual from the work site, without regard to Contractor's schedule. Lost ID badges shall be reported to the City's Contract Manager. Contractor shall reimburse the Cityfor all costs incurred in providing additional ID badges to Contractor Personnel. Terms & Conditions 24 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS F. The City reserves the right to deny an ID badge to any Contractor personnel for reasonable cause, including failure of a Criminal History background check. The City will notify the Contractor of any such denial no more than 20 days after receipt of the Contractor's reports. Where denial of access by a particular person may cause the Contractor to be unable to perform any portion of the work under the Contract, the Contractor shall so notify the City's Contract Manager, in writing, within 1.0 calendar days of the receipt of notification of denial. G. I❑ badges to enter and/or work on the City property may be revoked by the City at any time. ID badges must be returned to the City at the time of project completion and acceptance or upon removal of an individual from the work site. H. Contractor is not required to obtain reports for delivery personnel, including but not limited to FedFx, UPS, Roadway, or other materials delivery persons, however all delivery personnel must present company/employer-issued photo ID and be accompanied by at least one of Contractor's personnel at all times while at the work site. 1. Contractor shall retain the reports and make them available for audit by the City during regular business hours Terms & Conditions 25 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. offi...Offer and Certifications 'FB5700 DCM 4024 REBID 1 OFFERCERTIFICATION.............................................................................................................................................. .1 NON-DISCRIMINATION AND NON -RETALIATION CERTIFICATION........................................................................................2 SUSPENSION AND DEBARMENT CERTIFICATION...................................................................................................................4 NON -COLLUSION AND NON -CONFLICT OF INTEREST CERTIFICATION..................................................................................5 ANTI -LOBBYING CERTIFICATION..........................................................................................................................................7 NONRESIDENT BIDDER AND MANUFACTURING CERTIFICATION ............... .......................................................................... 8 LOCAL PRESENCE CERTIFICATION — OPTIONAL.....................................................................................................................9 SUBCONTRACTING UTILIZATION FORM........................................................................................................................I......10 SUBCONTRACTING UTILIZATION PLAN ..... ............................ I........... -----------......................................................................12 (062420) Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF Solicitation No. IFB 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 NON-DISCRIMINATION AND NON -RETALIATION CERTIFICATION Instruction. Offerors shall read and acknowledge this certification by checking the box below. Offerors that do not check the box below indicating their compliance with this certification shall be determined nonresponsive, © OFFEROR HEREBY CERTIFIES (Check) Offeror has read the following and will comply with Austin City Cade, Sec. 5-4-2. 1. Not to engage in any discriminatory employment practice defined in this chapter; 2. To take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without discrimination being practiced against them as defined in this chapter, including affirmative action relative to employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other €arms of compensation, and selection for training or any other terms, conditions or privileges of employment; 3. To post inconspicuous places, available to employees and applicants for employment, notices to be provided by the Equal Employment/Fair Housing Office setting forth the provisions of this chapter. 4. To state in all solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified appiicants will receive consideration for employment without regard to race, creed, color, religion. national origin, sexual orientation, gender identity, disability, sex or age. S. To obtain a written statement from any labor union or labor organization furnishing labor or service to Contractors in which said union or organization has agreed not to engage in any discriminatory employment practices as defined in this chapter and to take affirmative action to implement policies and provisions of this chapter, 6. To cooperate fully with City and the Equal Ernployment/Fair Housing Office in connection with any investigation or conciliation effort of the Equal Employment/Fair Housing Office to ensure that the purpose of the provisions against discriminatory employment practices are being carried out. 7. To require of all subcontractors having 1.5 or more employees who hold any subcontract providing for the expenditure of $2,000 or more in connection with any contract with the City subject to the terms of this chapter that they do not engage in any discriminatory ernployrnent practice as defined in this chapter. For the purposes of this Offer and any resulting Contract, Contractor adopts the provisions of the City's Minimum Non -Discrimination and Non -Retaliation Policy set forth below. (062420) Page 2 1. 2. 3. 4. Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY of IFB 5700 AUSTIN I Offer and Certifications DCM 1024 REBID 1 MINIMUM NON-DISCRIMINATION AND NON -RETALIATION POLICY As an Equal Employment Opportunity (EEO) employer, the Contractor will conduct its personnel activities in accordance with established federal, state and local EEO laws and regulations. The Contractor will not discriminate against any applicant or employee based on race, creed, color, national origin, sex, age, religion, veteran status, gender identity, disability, or sexual orientation. This policy covers all aspects of employment, including hiring, placement; upgrading, transfer, demotion, recruitment, recruitment advertising, selection for training and apprenticeship, rates of pay or other forms of compensation, and layoff or termination. The Contractor agrees to prohibit retaliation, discharge or otherwise discrimination against any employee or applicant for employment who has inquired about, discussed or disclosed their compensation. Further, employees who experience discrimination, sexual harassment, or another form of harassment should immediately report it to their supervisor. Ifthis is not a suitable avenue for addressing their compliant, employees are advised to contact another member of management or their human resources representative. No employee shall be discriminated against, harassed, intimidated, nor suffer any reprisal as a result of reporting a violation of this policy. Furthermore, any employee, supervisor, or manager who becomes aware of any such discrimination or harassment should immediately report it to executive management or the human resources office to ensure that such conduct does not continue. Contractor agrees that to the extent of any inconsistency, omission, or conflict with its current non-discrimination and nonretaliation employment policy, the Contractor has expressly adopted the provisions of the City's Minimum Non - Discrimination Policy contained in Section 5-4-2 of the City Code and set forth above, as the Contractor's Nan -Discrimination Policy or as an amendment to such Policy and such provisions are intended to not only supplement the Contractor's policy, but will also supersede the Contractor's policy to the extent of any conflict. a. UPON CONTRACT AWARD, THE CONTRACTOR SHALL PROVIDE THE CITY A COPY OF THE CONTRACTOR'S NONDISCRIMINATION AND NON - RETALIATION POLICIES ON COMPANY LETTERHEAD, WHICH CONFORMS IN FORM, SCOPE, AND CONTENT TO THE CITY' S MINIMUM NON-DISCRIMINATION AND NON - RETALIATION POLICIES, AS SET FORTH HEREIN, OR THIS NON-DISCRIMINATION AND NON -RETALIATION POLICY, WHICH HAS BEEN ADOPTED BY THE CONTRACTOR FOR ALL PURPOSES WILL BE CONSIDERE❑ THE CONTRACTOR'S NON-DISCRIMINATION AND NON -RETALIATION POLICY WITHOUT THE REQUIREMENT OF A SEPARATE SUBMITTAL. b. Contractor agrees that non-compliance with Chapter 3- 4 and the City's Non -Retaliation Policy may result in sanctions, including termination of the contract and suspension or debarment from participation in future City contracts until deemed compliant with the requirements of Chapter 5-4 and the Non -Retaliation Policy. 7. The Contractor agrees that this Non -Discrimination and Non -Retaliation Certificate of the Contractor's separate conforming policy, which the Contractor has executed and filed with the City, will remain in force and effect for one year from the date of filling. The Contractor further agrees that, in consideration of the receipt of continued Contract payment, the Contractor's Non -Discrimination and Non - Retaliation Policy will automatically renew from year-to-year for the term of the underlying Contract_ i0Cz24Q1 ?Age 3 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF IFB 5700 AUSTIN offer and Certifications DCM 1024 REBID 1 SUSPENSION AND DEBARMENT CERTIFICATION Instruction. Offerors shall read and acknowledge this certification by checking the box below. Offerors that do not check the box below indicating their compliance with this certification shall be determined nonresponsive. M OFFEROR HERESY CERTIFIES (Check) Offeror has NOT been debarred from contracting with the City of Austin, any other local governments or states, or the US federal government. Suspended or Debarred Offerors. The City finds that offerors, inciuding any subcontractors that may be included in the Offer, that are suspended or debarred from contracting with the US federal government, any state or local government, as of the submission date of their offer, are not sufficiently responsible to contract with the City. The City may reject and set aside any offer, or terminate for cause any contract resulting from an offer, in which the offeror falsely certified they were not suspended or debarred when in fact they were. (062420) 1 Page 4 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF IFB 5700 AUSTIN offer and Certifications DCM 1024 REBID 1 NON -COLLUSION AND NON -CONFLICT OF INTEREST CERTIFICATION Instruction. Offerors shall read and acknowledge this certification by checking the box below. Offerors that do not check the box below indicating their compliance with this certification shall be determined nonresponsive- 0 OFFEROR HEREBY CERTIFIES Check; Offeror has NOT engaged in collusion and N not aware of any conflicts of interests as described below. Offeror. The term "Offeror", as used in this document, includes the individual or business entity submitting the offer. For the purpose of this Affidavit, an Offeror includes the directors, officers, partners, managers, members, principals, owners, agents, representatives, ern ployees, other parties in interest of the Offeror, and any person or any entity acting for or on behaIf of the Offeror, including a subcontractor in connection with this Offer, Anti -Collusion Statement. Offeror has not in any way directly or indirectly: a, colluded, conspired, or agreed with any other person, firm, corporation, Offeror or potential Offeror to the amount of this Offer or the terms or conditions of this Offer. b. paid or agreed to pay any other person, firm, corporation Offeror or potential Offeror any money or anything of value in return for assistance in procuring or attempting to procure a contract or in return for establishing the prices in the attached Offer or the Offer of any other Offeror. Preparation of Solicitation and Contract Documents. Offeror has not received any Compensation or a promise of compensation for participating in the preparation or development of the underlying Solicitation or Contract documents. In addition, the Offeror has not otherwise participated in the preparation or development of the underlying Solicitation or Contract documents, except to the extent of any cornments or questions and responses in the solicitation process, which are available to all Offerors, $o as to have an unfair advantage over other Offerors, provided that the Offeror may have provided relevant product or process information to a consultant in the normal course of its business. Participation in Decision Making Process. Offeror has not participated in the evaluatio:i of Offers or other decision making process for this Solicitation, and, if Offeror is awarded a Contract no individual, agent, representative, consultant, subcontractor, or scab -consultant associated with Offeror, who may have been involved in the evaluation or other decision making process for this Solicitation, will have any direct or indirect financial interest in the Contract, provided that the Offeror may have provided relevant product or process information to a consultant in the normal course of its business. Present Knowledge. Offeror is not presently aware of any potential or actual conflicts of interest regarding this Solicitation, which either enabled Offeror to obtain an advantage over other offerors or would prevent Offeror from advancing the best interests of the City in the course of the performance of the Contract. City Code. As provided in Sections 2-7-61 through 2-7-65 of the City Code, no individual with a substantial interest in Offeror is a City official or employee or is related to any City official or employee within the first or second degree of consanguinity or affinity. (062420) 1 Page 5 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA21O00OO29 ciTM or Solicitation No. IFB 5700 AU5TIN Offer and Certifications DCM 1024 RES0 1 Chapter 176 Conflict of Interest Disclosure. In accordance with Chapter 176 of the Texas Local Government Code, the Offeror: a. does not have an employment or Other business relationship with any local government officer of the City or a family member of that officer that results in the officer or family member receiving taxable income; Section 0810. Non -Collusion, 1 Revised 12/22/15 Non -Conflict of Interest, and Anti -Lobbying Certification; b. has not given a local government officer of the City one or more gifts, other than gifts of food, lodging, transportation, or entertainment accepted as a guest, that have an aggregate value of more than $100 in the twelve month period preceding the date the officer becomes aware of the execution of the Contract or that City is considering doing business with the Offeror; and c. does not have a family relationship with a local government officer of the City in the third degree of consangtainit%� or the second *degree of affinity. (06242O) 1page 6 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA21OOOOO29 CITY or Solicitation No. IFB 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 Instruction. Offerors shall read and acknowledge this certification by checking the box below. Offerors that do not check the box below indicating their compliance with this certification shall be determined nonresponsive. 0 OFFEROR HEREBY CERTIFIES (Check) Offeror has and will continue to comply with the City's Anti -Lobbying Ordinance, Chapter 2-7, Article G. Applicability. This Solicitation is subject to City Code, Ch. 2-7, Article 6, Anti -Lobbying and Procurement. No Lobbying period. The No -Lobbying Period begins on the data this Solicitation was initially published and continues through the earlier of (i) 50-days following Council authorization of any contracts resulting from -this Solicitation, (ii) the date the last resulting contract is signed, (iii) the date this Solicitation is cancelled. Prohibited Communications. During the No Lobbying Period, Respondents to this Solicitation or their Agents, shall not make prohibited communications to City officials or City employees. Ordinance. httr)s://www.austintexas.f�ovlfinanceonline�afo content.cfm?s=15&q=145 Rules. htti)s://www.austintexas.Rov/financeonline/afo content.cfm?s=16ft=77 (062420) 1 Page 7 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF Solicitation No. IFS 5700 AUSTIN Offer and Certifications DGM 1024 REBID 1 Instruction. Offerors shall read and checking the applicable boxes in response to both certifications below. YES EJ NO OFFEROR HEREBY CERTIFIES (Check One) Offeror 15 (YES) or IS NOT (N0) a Nonresident Bidder in accordance with Texas Government Code Ch. 2252.002 if "Yes" is checked, provide the name of the state where Nonresident Bidder's Principle Place of Business is located. New Jersey (State) DYES 1>1 NO OFFEROR HEREBY CERTIFIES (Check One) Offer INCLUDES (YES) or OAFS NOT INCLUDE (NO) Equipment, Sup piies and/or Materials in accordance with Texas Government Code: Ch. 2252.002 If "YES` is checked, provide the name of the State where majority of the Equipment, Supplies and/or Materials were manufactured J lic'k or tap here to enter text.1 (state) Reciprocal Preference. In accordance with Texas Govern ment Code Ch. 2252.002 (see below), the City must apply a reciprocal preference to a Nonresident Bidder's offer, consistent with the applicable preference granted by the state of the Nonresident Bidder's principal place of business. The City will also apply a reciprocal preference to a Resident Bidder or Nonresident Bidder's offer, consistent with the applicable preference granted by the state where the majority of the equipment, supplies and/or materials were manufactured. Resident bidder. An Offeror whose principal place of business is in Texas, including a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. Nonresident Bidder. An Offeror that is not a Resident Bidder. Statute: https://statutes.capitol.texas.gov/Dots/GV/htm/GV.2252.htm (062420) Page 8 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF Solicitation No, IFB 5700 AUSTIN Offer and Certifications QCM 1024 REBID 1 I LOCAL PRESENCE CERTIFICATION — OPTIONAL Instruction. Offerors wishing to claim Local Presence shall read and acknowledge this certification by checking the applicable box and providing the physical address below. OFFEROR HEREBY CERTIFIES Offerors HEADQUARTERS or a BRANCH OFFICE is within the Austin Corporate City Limits. ❑ HEADQUARTERS 515 Congress Avenue, Suite 1700 Austin TX 78701 M BRANCH OFFICE (Physical Address of Offeror's Headquarters or Branch Office) (Check One) Do you empicy anyone at the location checked above who is a resident of the City of Austin? M Yes ❑ No (Check One) Benefit to the City. In accordance with Resolution, 20140907-113, Council has determined that contracts awarded to local companies that provide ernploym e nt to Austin residents is an economic benefit. Local Presence. Offerors may claim Local Presence if at feast one �1) of the following are located within the Austin Corporate City Limits, employing residents of Austin. 1. Headquarters; or 2. Branch office. Austin Corporate City Limits. The City of Austin's Full Purpose Jurisdiction, not inciuding the City's Extraterritoria► Jurisdiction_ Headquarters. The Offeror's administrative center where most of the company's important functions and full responsibility for managing and coordinating the business activities of the firm are located. Branch Office. A company office other than the Offeror's headquarters, that has been in place for at least five (5) years. (062420) 1 page 9 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF IFS 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 SUBCONTRACTING UTI LIZAT ON FORM In accordance with the City of Austin's Minority and Women -Owned Business Enterprises (M/WBE) procurement Program (Program), Chapters 2-9A/B/C/D of the City Code and M/WEE Program Rules, this Solicitation was reviewed by the Small and Minority Business Resources Department (SMBR) to determine if M/WBE Subcontractor/Sub-Consultant t"Subcontractor") Goals could be applied. flue to insufficient subcontracting/subconsultant opportunities and/or insufficient availability of M/WBE certified firms, 5MBR has assigned no subcontracting goals for this Solicitation. However, Offerors who choose to use Subcontractors must comply with the City's M/WBE Procurement Program as described below. Additionally, if the Contractor seeks to add Subcontractors after the Contract is awarded, the Program requirements shall apply to any Contract(s) resulting from this Solicitation. Instructions: a.) Offerors who do not intend to use Subcontractors shall check the "NO" box and follow the corresponding instructions. b.)Offerors who intend to use Subcontractors shall check the applicable "YES" box and follow the instructions. Offers that do not include the following required documents shall be deemed ton -compliant or nonresponsive as applicable, and the Offeroes submission may not be considered for award. 9 NO, I DO NOT intend to use Subcontractors/Sub-constltants. Instructions: Offerors that do not intend to use Subcontractors shall complete and sign this farm below (Subcontracting/Sub-Consulting ("Subcontractor") Utilization Farm) and include it with their sealed Offer. J YES, I DO intend to use Subcontractors /Sub -consultants. Instructions: Offerors that do intend to use Subcontractors shall complete and sign this form below (Subcontracting/Sub-Consulting ("Subcontractor"} Utilization Form), and follow the additional Instructions in the (Subcontracting/Sub-Consulting ("Subcontractor") Utilization Plan). Contact SMBR if there are any questions about submitting these forms. Offeror information Company Name City Vendor ID Code Physical Address City, State Zip Phone Number t Email Address Is the Offeror ❑ NO City of Austin M/WBE certified? ❑ YES Indicate one: ❑ MBE ❑ WBE ❑ MB£/WBE Joint Venture Offeror Certification: I understand that even though SMBR did not assign subcontract goals to this Solicitation, I will comply with the City's M/WBE Procurement Program if I intend to include Subcontractors in my Offer. I further agree that this completed Subcontracting/Sub-Consulting Utilization Form, and if applicable my completed Subcontracting/Sub-Consulting Utilization Plan, shall become a part of any Contract I may be awarded as the result of this Solicitation. Further, if I am awarded a Contract and I am not using Subcontractortsj but later intend to add Subcontractor(s), before the Subcontractor(s) is hired or begins work, I will comply with the City's M/WBE Procurement Program and submit the Request For Change form to add any Subcontractor(s) to the Project Manager or the Contract Manager for prior authorization by the City and perform wood Faith Efforts (GFE), if applicable. f understand that, if a (062420) 1 Page 10 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF Solicitation No. IFB 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 Subcontractor is not listed in my Su bcontracting/Sub-Consulting Utilization Plan, it is a violation of the City's M/WBE Procurement Program for me to hire the Subcontractor or allow the Subcontractor to begin work, unless I first obtain City approval of my Request for Change form. I understand that, if a Subcontractor is not listed in my Subcontracting/Sub-Consulting Utilization Plan, it is a violation of the City's M/WBE Procurement Program For me to hire the Subcontractor or allow the Subcontractor to begin work, unless I first obtain City approval of rm Request for Change form. 61 r� ,DrIP�tQ' wsc.65�-.% Name and Title of Authorized Representative (Print or Type) ,jc=eel - ignature/Date l/�� Joao (062420) 1 Page 11 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY €14 Solicitation No. IFS 5700 AUISTII'eSl Offer and Certifications DCM 1024 REBID 1 SUBCONTRACTING UTMzATiON PI AN INSTRUCTIONS: Offerors who ❑O intend to use Subcontractors may utilize M/WBF Subcontractor(s) or perform Good Faith efforts when retaining Non -certified Subcontractors). Offerors must determine which type of Subcontractor(s) they are anticipating to use (CERTIFIED OR NON -CERTIFIED), check the box of their applicable decision, and comply with the additional instructions associated with that particular selection. 1 _J I intend to use City of Austin CERTIFIED M/WBE Subcontractor/Sub-consultant(s). Instructions: Offerors may use Subcontractor(s) that ARE City of Austin certified M/WBE firms. Offerors shall contact SMBR (512-974-7600 or SMBRComplianceDocuments@austintexas.gov) to confirm if the Offeror's intended Subcontractor(s) are City of Austin certified M/WBE and if these firm(s) are certified to provide the goods and services the Offeror intends to subcontract. if the Offeror's Subcontractor(s) are current valid certified City of Austin iM/WBE firms, the Offeror shall insert the names) of their Subcontractors) into the table below and must include the Following documents in their sealed offer: Subcontracting/Sub-Consulting Utilization Form (completed and signed) Subcontracting/5ub-Consulting Utilization Plan (completed) I intend to use NON -CERTIFIED Subcontractor/Sub-Consultant(s) after performing Good Faith Efforts. Instructions: Offerors may use Subcontractors that ARE NOT City of Austin certified M/WBE firms ONLY after Offerors have first demonstrated Good Faith Efforts to provide subcontracting opportunities to City of Austin M/WBE firms. STEP ONE: Contact SMBR for an availability list forthe scope(s) of work you wish to subcontract; STEP TWO: Perform Good Faith Efforts (Check List provided below); STEP THREE: Offerors shall insert the names) of their certified or non -certified Subcoiitractor(s) into the table helow and must include the following documents in their sealed Offer: ■ Subcontracting/Sub-Consulting Utilization Form {completed and signed) • Subcontracting/Sub-Consulting Utilization Plan (completed) • All required documentation demonstrating the Offerar's performance of Good Faith Efforts (see Check List below) GOOD FAITH EFFORTS CHECK LIST -- When using {VON -CERTIFIED Sul7contractor/Sub-consuitants(s), ALL of the following CHECK BOXES MUST be completed in order to meet and comply with the Good Faith Effort requirements and all documentation must be included in your sealed Offer. Documentation CANNOT be added or changed after submission of the bid. Contact SMBR. Offerors shall contact SMBR (512-974-7600 or SMBRComDlianceDocument5Paustintexas.eov) to obtain a list of City of Austin certified M/WRE firms that are certified to provide the goods and services the Offeror intends to subcontract out. (Availability List). Offerors shall document their contact(s) with SMBR in the "SMBR Contact information" table on the following page. (062420) 1 Page 12 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Sokitation n, CITY OF IFB 5700 AUSTIN Offer and Certifications QCM 1024 REBID t ❑ Contact M/WBE firms. Offerors shall contact all of the M/WBE firms on the Availability List with a Significant Local Business Presence which is the Austin Metropolitan Statistical Area, to provide information on the proposed goods and services proposed to be subcontracted and give the Subcontractor the opportunity to respond on their interest to bid on the proposed scope of work. When making the contacts, Offerors shag use at feast two (2) of the following communication methods: email, fax, US Trail or phone. offarors shall give the contacted M/WBE firms at least seven days to respond with their interest. Offerors shall document all evidence of their contact(s) including: emalls, fax confirmations, proof of mail delivery, and/or phone fogs. These documents shall show the date(s) of contact, company contacted, phone number, and contact person. ❑ Follow up with responding M/WBE firms. Offerar shall follow up with all M/WBE firms that respond to the Offeror's request. Offerors shall provide written evidence of their contact(s): emails, fax confirmations, proof of mail delivery, and/or phone logs. These documents shall show the dates) of contact, company contacted, phone number, and contact person. Li Advertise. Offerors shall place an advertisement of the subcontracting opportunity in a local publication (i.e. newspaper, minority or women organizations, or eiectronic/social media). Offerors shall include a copy of their advertisement, including the name of the local pubii _ation and the date the advertisement was published. Use a Community Organization. Offerors shall solicit the services of a community organization(s); minority persons/women cantractors'/trade group(s); local, state, and federal minority persons/women business assistance office(s); and other organizations to help solicit M/WBE firms. Offerors shall provide written evidence of their Proof of contact(s) include: emails, fax confirmations, proof of mail delivery, and/or phone logs. These documents shall show the date(s) of contact, organization contacted, phone number, email address and contact person. (062420) 1 Page 13 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF Solicitation No. 1Fe 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 (Offerors may duplicate this page to odd additional Subcontractors as needed) Subcontractor/Sub-consultant City of Austin Certified ❑ MBE ❑ WBE Ethnic/Gender Code: ❑ NON -CERTIFIED Company Name Vendor ID Code Contact Person Phone Number: Additional Contact Info Fax Number: E-mail: Amount of Subcontract $ List commodity codes & description of services Justification for not utilizing a certified MBE/WBE City of Austin Certified Company Name Vendor ID Code Contact Person Additional Contact Info Amount of Subcontract List commodity codes & description of services Justification for not utilizing a certified MBE/WBE Subcontractor/Sub-consultant ❑ MBE ❑ WBE Ethnic/Gend er Code: Fax Number: ❑ NON -CERTIFIED Phone Number: E-mail: SMBR Contact Information SMBR Contact Name Contact Date Means of Contact Reason for Contact LT1.Phone OR ❑ Email FOR SMALL AND MINORITY BUSINEss REsoURCES DEPARTMENT USE ONLY: Having reviewed this plan, I acknowledge that the Offeror ❑ HAS or ❑ HAS NOT complied with these instructions and City Cade Chapters 2-9A/B/C/D, as amended. (Reviewing Counselor Date I have reviewed the completing the Subcontracting/5ub-Consultant Utilization Plan and ❑ Concur ❑ Do Not Concur with the Reviewing Counselor's recommendation. �Director/Assistant Director or Designee Date (062420) 1 Page 14 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 A p A fir/ .i ti City of Austin Purchasing Office RO, Sox 1088. Austin, TX 78+6" January 8, 2021 Via e-mail: sgivens@austin.rr.com Ms. Sandra Givens Givens Court Reporting 6549 Fair Valley Trail Austin, TX 78749 RE: Court Reporting Services Ms. Givens: The City of Austin approved the execution of a contract with Givens Court Reporting for Court Reporting Services, IFB 5700 DCM1024 REBID 1. ............... ----------- __._. .............. _....... _.......... _... _.._...... _.............................................. Responsible City of Austin Law Department Dep.artment: I.................. ................................... Teresa Medina, Contract Management Specialist Department Contract e-mail. Teresa.Medina2@austintexas.gov Point of Contact: Phone: (512) 974-2205 Project Name: Court Reporting Services Contractor Name: ............................................ Givens Court Reporting Contract Number: ............,....................._......................._ ....................................... PA210000029 . ..........................................................................................................._......_....................._....................................................................................._.._ Contract Award: The City has an approximate $62,000 annual budget for services to be shared amongst the awarded Contractors. . .......................................................................................................... Extension Options: ! Two (2) additional 12-Month periods at the City's sole option . ..... Requisition Number: 1 20101400061 _ .. _................................................................................................................... IFB No: IFB 5700 DCM1024 REBID 1 Thank you for your interest in doing business with the City of Austin. If you have any questions regarding this contract, please contact the person referenced under Department Contact. Sincerely, Digitally signed by Diana Diana McIntosh McIntosh Date: 2021,01,0814:55:18.061DQ' Diana McIntosh Procurement Specialist 11 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF Solicitation No. lFB 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 Instructions. Offerors shall complete and sign the offer Certification section of this section as indicated. Offerors shall not complete any portions of the Acceptance section below Submittals with incomplete and/or unsigned Offer Certification are not considered to be Offers and will be rejected as nonresponsive. Company Name: Givens Court Reporting Company Address: 6549 Fair Valley Trail City, State, zip: Austin, Texas 78749 Company's Austin Finance Online Vendor Registration No. GIV7166700 Company's Officer or Authorized Representative: Sandra Givens Title of Officer or Authorized Representative. owner Email: sgivens5austinsr.com ❑fferor's Signature: Offeror's Phone: 512-784-5866 Date: Date Signed 1O'2-01Z-0ZD OFFER; The above signed, by his/her signature, represents that he/she is submitting a binding offer and is authorized to bind the respondent to fully comply with the solicitation document contained herein. The Offeror, by submitting and signing below, acknowledges that he/she has received and read the entire document packet including all revisions, and addenda and agrees to be bound by the terms therein. ACCEPTANCE BY THE CITY For City Staff only. The City will complete and sign this section only if the City accepts the Offer. Contract Number: PA210000029 Printed Name of City's Authorized Procurement Staff: Diana McIntosh Title of City's Authorized Procurement Staff: Procurement Specialist II Diana M I nto S h Digitally signed by Diana McIntosh Signature: oate:zo2,.01D814:54:27-06-00' Date: January 08, 2021 Email: Diana.Mcintosh@austintexas.gov Phone: (512) 974.2034 ACCEPTANCE: The Offer is hereby accepted. Contractor is now bound to sell the materials or services specified in the Contract. (062420) 1 Pagel Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 PRICE SUBMITTAL COURT REPORTER SERVICES October 7, 2020 SOLICITATION NO.' IFB 5700 DCM1024 REBID 1 BUYER: Diana McIntosh Special Instructions. - Offerors must use this Pricing Submittal to submit pricing. He advised that altering the Pricing Submittal or taking exceptions to any portion of the solicitation will jeopardize acceptance of your Offer. There are no minimum quantities available or associated with this Invlla[ion for Bid. Court Reporting Services are on an as -needed -basis and payment will be based upon actual services provided. This scope of work establishes the minimum requirements for Ibase services. The Contractor shall provide products and services as described herein. Unit Prices offered on this Pricing Submittal shall be all inclusive of flees not expressly allowed in the scope of work (i.e. Include per diem, binding, delivery charge, postage, e-transcript, initial fee, and administrative fees to unit price). The Offeror shall not charge separately for administrative fees (unless annotated in the Price Submittal), to dellver services or items to the Austin, Texas area The Offeror shall provide all supplies, equipment, labor, materials, transportation, tools, and shipping necessary to perform the services required under this contract. I[ is the Cily's In lent to award a primary contract and secondary contract For the court reporting services. Award of the Primary Contractor will be awarded to the contractor who submits the lowest responsive bid per Category 1. Award of the Secondary Contractor will be awarded to the contractor who submits the next Icwest responsive bid per Category t CATEGORY 1 - COURT REPORTING SERVICES 1. Offers MUST Submit a Price for ALL items in Category 1; 2. Pricing for this Category WILL he used to determine award. 3. A bid of "0" (zero) will be Interpreted by the City as a no -charge (free) item and the City will not expect to pay for that item; 4. A "no bid" or no response will be considered as nonresponsive and will result in a nonresponsive bid. S. The City has an approximate $62,000 annual budget for these services. However, annual estimates are not avaitable, so the below estimated quantities are set at one each. The City reserves the right to purchase more or less. Item No Labor Unit of Measure Quantity Unit Price Extended Price In Person - Transcription Services for Arbitration Hearinos i.0 Cost for taking and preparing transcript (provide digital version with Per Page 1 $ 5.75 5 Certificate of Authenticity, and 1 copy of transcript in preferred format to ArbilratorrHearing Examiner). Remote - Transcription Services for Arbitration Hearinqs 1.1 Cost for taking and preparing transcript (provide digitat version with Certlrtcate of Au[henlicity, and 1 copy of transcript In preferred formal to ArbitralorlHea6ng Examiner]. In Person - TranSort Dillon Services for Depositions 1.2 Costs for preparing original with 1 certified transcript and word index, inducing full and condensed electronic transcript. Remote - Transcription Services for Depositions 1'3 Costs for preparing original with 1 cerllRed transcript and word Index, Ind uding full and condensed electronic transcript. 1.4 Exhibits - Scan nedl5earchablelOCR 1.5 Transcription of Audio/Video Recording 1.6 In Person - Videoarapher Includes travel time, se[ -up, edit. and download the video onto a unit of storage and recording the first hour of the depasitionlhearing. Section 0600 - Bid Sheet Per Page 1 Per Page 1 Per Page 1 Per Page 1 Per Page t $ 5,10 $ S 0.30 $ $ 6.25 i Per Hour 1 $ 96.00 $ Page 1 5.75 5.75 5.10 5.10 0.30 6.25 95.Db Exhibit B - Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Remote - Vide0ar3i)i 1.7 Includes travel time, set-up, edit and download the video onto a unit Per Hour 1 $ 95,00 5 95.00 of storage and recording the first hour of the depositionlhearing. 1.8 Synchronizing Transcripts Per Page 1 $ 1.75 $ 1.75 1.9 Additional Certified Transcript Copies Per Page 1 $ 1.00 $ 1.00 1.10 Appearance 1 Attendance Fee Per Hour 1 $ 10,00 S 10,00 1.11 Cancellation charge it less than 2 hour notice is given by City Race 1 $ 15n.00 S 150.00 1.12 Certificate of Non-appearance Rafe 1 $ 200,00 $ 200,00 SUBTOTAL FOR COURT REPORTING SERVICES = $ 581.00 CATEGORY 1 - RUSH SERVICES 1.13 Prepare and deliver iranscriptwithin 1 business day Per Page 1 $ 4.00 $ 4,00 1.14 Prepare and deliver transcript within 2 business days Per Page 1 $ 3.50 $ 3.50 1.15 Prepare and deliver transcript within 3 buslness days Per Page 1 $ 3.00 $ 3.00 SUBTOTAL FOR RUSH SERVICES = $ 10,50 TOTAL FOR CATEGORY 1 = $ 591.50 CATEGORY 2 - OPTIONAL COURT REPORTING SERVICES ******** FOR INFORMATIONAL PURPOSES ONLY""**""" 1. Pricing for this Category will not be used to determine award. 2. The Leg at Deparlment reserves the right to request the following additional Court Reporting Services throughout the term of the Contract; 3, The Vendor may choose to submit a price for all the Items or only specific items in Category 2. Item No Labor Unit of Measure Quantity Unit Price Extended Price 2.0 Realtime Transcript Per Page 1 $ - $ - 2.1 Appellate Rates Per Appeal 1 $ - $ - 2.2 Arbitrations, Medlatlon Services - Initial Filing Fee Filing Fee 1 $ - $ - 2.3 Portable WIF114G Hot Spot - Half Day Half Day 1 $ $ - 2A Portable WIF114G Hot Spot - Fu11 Day Full Day 1 $ - $ 2.5 Remote Participation Unlimited Participants 1 $ $ 2.6 Remote Live Streaming Per Log In 1 $ - $ - 2.7 Exhibits - Over Size Exhibit Copies Per Page 1 $ 0.35 $ 0.35 2.8 Exhibits - Color Copies Per Page 1 $ - $ 2.9 Exhibits - Black and White Copies Per Page 1 $ 0.30 $ 0.30 2A0 Exhibits - Scanned Copies Per Page 1 $ 0.30 $ 0,30 2,11 Remote Exhibit Share Rate 1 $ $ - 2.12 Tabs Per Page 1 $ 0.30 $ 0.30 2.13 Weekend Holiday Rates Per Hour 1 $ 50.00 $ 50,00 2.14 Wait Time (from scheduled start time) Per Hour 1 $ 50.00 $ 50.00 2A5 Condensed Transcript Per Page 1 $ - $ - Back-up Media Fee - [Secured, cloud -based server, floppy, CD- 2.16 ROM, DVD, Flash Drive, Memory Card, other Form of Electronic Each 1 $ 25.00 $ 25.00 Media} TOTAL_ FOR CATEGORY 2 = $ 126.25 Section 0600 - Bid Sheel age 2 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CATEGORY 3 - NON -SPECIFIED SERVICES Rk.k![*kk FOR INFORMATIONAL PURPOSES ONLYFxk 1. Pricing for this Category will not be used to determine award. 2. In the event these additional services are requested and the contractor agrees to provide the services, the contractor must present to the Legal Depart ment an associated costs Far approval prior to the proceeding. 4. Please fist any additional related services your Ccmpany can offer the City along with an associated labor rate, discount off retail price or mark-up to costs for the listed services. S. Information in this Caleg❑ry will not be evaluated, and the Cily does not guarantee the puxhase of any of these add€tional services. 6. Revisions to the prices may only be adjusted using the Published Price Lists provision in the Terms and Conditions. item No. Itsm description 3.1 3.2 Technical, expert, medical, interpreled, videoed epositions 3.3 Wait time beginning an hour after scheduled start time 3.4 DELIVERY REQUIREMENTS Yes. Vendor can meet f D-day delivery requirement, Reason for not being able to meet delivery requirements: COMPANY NAME: Givens Court Reporting EMAIL ADDRESS: sgivens@auslin.rr.com Unit of Measure Hour $ Per Pane $ Per Hour $ Unit Price 0.50 50.00 Section 0600 - 8ki Sheet Page 3 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN SCOPE OF WORK FOR COURT REPORTING SERVICES INVITATION FOR BID (IFB) NO. 5700 DCM1024 REBID 1 1.0 PURPOSE The City of Austin seeks bids from qualified contractor(s) to provide court reporting services. There are no minimum quantities available or associated with this Invitation for Bid. Court Reporting Services are on an as -needed -basis and payment will be based upon actual services provided. This scope of work ("SOW") establishes the minimum requirements for these services. The Contractor(s) shall provide products and services as described herein. It is the City's preference to award a primary contract and secondary contract for the court reporting services. The secondary contractor will perform services when the primary contractor is not available. (Reference Section 4.6). This Invitation for Bid will be awarded to the contractor(s) who submit the lowest responsive bid. Award shall be based on individual or groups of specific line items, cost, or any criteria deemed by the City to be most advantageous. The City also reserves the right to refrain from awarding any lines or group of specific line items as -a -result of this solicitation and, instead, award the entire contract to a single Contractor. This contract will be utilized by the Law Department. The Law Department reserves the right to request additional services that are not specifically defined in this Invitation for Bid. Miscellaneous like services must be approved in advance, in writing, by the Law Department. The Law Department reserves the right to use the primary contractor or the secondary contractor for any given deposition, administrative hearing, civil service proceeding or court reporting services to include but not necessarily be limited to official record of testimony in litigation and other matters in anticipation of post -hearing briefs, possible appeals to district court, and/or potential litigation proceedings, as well as providing official records for municipal, state, county or federal employment proceedings. 2.0 BACKGROUND: The Law Department uses court reporters to preserve an accurate written record of testimony in employment matters in anticipation of post -hearing briefs, possible appeals to district court, and/or potential litigation proceedings. The court reporter must meet the qualifications provided by law for official court reporters. The court reporter may use written notes, transcribing equipment, recording equipment, or a combination of those methods to record the proceedings of the court. 3.0 TERM OF CONTRACT: The term of the contract shall be effective as of the date offer is accepted by the City unless otherwise stated "effective date" and remain it effect for an initial term of 36-Months. The Contract may be extended beyond the initial term for up to two (2) additional 12-Month periods at the City's sole option. 4.0 SCOPE OF WORK: 4.1 Primary Contractor and Secondary Contractor Requirements: 4.1.1 The Court Reporters shall be a certified individual or group of certified court reporters operating as a business. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 1 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 4.1.2 The Court Reporters shall have a minimum of five (5) years' experience in providing court reporting services to include official record of testimony in litigation and other matters in anticipation of post -hearing briefs, possible appeals to district court, and/or potential litigation proceedings, as well as providing official records for municipal, state, county or federal employment proceedings. 4.1.3 The Primary Contractor and Secondary Contractor shall not have had any significant performance deficiencies under City contracts in the last three (3) years, including but not limited to contract termination for cause, failure to maintain performance requirements, or outstanding financial obligations to the City. 4.1.4 The Court Reporters shall be certified by the Court Reporters Certification Board and shall remain certified for the duration of the contract term. 4.1.5 The Primary Contractor and Secondary Contractor shall provide the following documents to the Law Department within five (5) days after contract award: 4.1.5.1 Resumes for all proposed Court Reporters assigned to this contract; 4.1.5.2 Copies of the Court Reporters Certification for all Court Reporters; and 4.1.5.3 Copies of the current Texas Certification for Machine Shorthand. 4.2 Primary Contractor and Secondary Contractor Resoonsibilities: The Primary Contractor and Secondary Contractor shall: 4.2.1 Provide all supplies, equipment, labor, materials, transportation tools, and shipping, required for proper execution of the contract and related court reporting services as described in this Invitation for Bid. 4.2.2 Provide an adequate number of experienced Court Reporters to provide high -quality court reporting services through the term of the contract. 4.2.3 Comply with all applicable federal, state and local laws pertaining to the services provided whether statutory, regulatory, or otherwise throughout the term of the contract. 4.2.4 Propose costs that are inclusive of all costs as listed in the Pricing Submittal. 4.2.5 Submit a Price for ALL items in Category 1 of the Price Submittal Sheet. A "no bid" or no response will be considered as non -responsive and will result in a non- responsive bid. 4.3 Delivery Reauirements: 4.3.1 Transcripts shall be delivered within 10-Business Days. 4.3.2 The Law Department has the option to request the following Rush Services: 4.3.1.1 ❑aily (1 Day) —A transcript to be prepared and delivered within one business day. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 2 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 4.3.1.2 Two (2-Days) — A transcript to be prepared and delivered within two (2) business days. 4.3.1.3 Three (3-Days) — A transcript to be prepared and delivered within three (3) business days. 4.3.1.4 The Primary Contractor and Secondary Contractor shall propose costs for rush services in the Pricing Submittal. 4.4 Court Reporter Responsibilities: The Court Reporter shall: 4.4.1 Always maintain a professional courtroom demeanor and appearance. Professional business attire is -required -at -all -times. 4.4.2 Arrive a minimum of 20-Minutes prior to the start time of the scheduled proceeding, at the designated location, to set up necessary equipment to ensure that the Court's docket commences on time. Court Reporters shall ensure that set-up is complete prior to the start of the proceeding to avoid delaying the court docket. 4.4.3 Confer with the judicial clerk to verify that their services are no longer required for the day and that they can be released from that day's service. 4.4.4 Maintain confidentiality and security of all shorthand notes, records, tapes, transcripts, and correspondence. 4.4.5 Provide a completed transcript no later than the 101-Calendar day after the last day a proceeding is concluded, excluding delivery days which are counted from conclusion of the reported proceeding. The delivery due date is the date the complete transcript(s) is received by the Law Department. 4.4.6 Deliver transcripts to the point of contact identified on the City issued Delivery Order. Place of delivery shall be specified on the City issued Delivery Order. 4.4.7 Provide scanned/searchable/OCR transcripts on secured, cloud -based server, CD- ROM, Flash Drives, Memory Card or other form of electronic media, as agreed upon between the requestor and the Court Reporter. 4.4.8 Provide Exhibits as follows: 4.4.8.1 Exhibits shall be scan nedlsearchable/OCR on secured, cloud -based server, CD-ROM, Flash Drives, Memory Card or other form of electronic media and marked, numbered/lettered and arranged in numerical or alphabetical order. 4.4.8.2 Provide an original exhibit index, separately bound, setting forth by party, a summary description of each exhibit number, and a citation to the transcript page on which the exhibit was marked and admitted or reflected. 4.4.8.3 Insert a memorandum in the puce of the exhibit stating its nature, how marked, numbered or lettered and the reason for its absence, if any exhibit is withdrawn or for any other reason is not filed with the transcript. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 3 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 4.4.8.4 Maintain all exhibits designated as confidential in a sealed envelope. 4.4.8.5 Provide the following exhibit copies, when applicable: a. Black and White Exhibit Copies; b. Color Exhibit Copies; c. Over Size Exhibit Copies; or d. Scanned Documents. 4.5 Schedule: 4.5.1 All work completed under this contract and performed by the Primary Contractor or the Secondary Contractor will be at the discretion, authorization, and schedule approval of the Law Department. 4.5.2 Depositions and Hearings are held Monday through Friday generally between 8:00 a.m. and 5:06 p.m. Other hours may be arranged if agreed upon, in writing, by the Primary Contractor, the Secondary Contractor and the Law Department. 4.5.3 The day, times and frequency of any depositions or hearings is subject to change. 4.5.4 The Primary Contractor or the Secondary Contractor must notify the Law Department, in writing, of confirmation of receipt of the Delivery Order within 48-Hours and confirm the availability of a court reporter for the requested date(s). 4.5.5 The Primary Contractor or the Secondary Contractor must provide the Law Department with after -hour telephone numbers and court reporter contact information upon receipt of a City issued Delivery Order. This will enable the Law Department to contact the Court Reporter, the Primary Contractor or the Secondary Contractor, if any changes in the event schedule occurs. 4.5.6 The Primary Contractor or the Secondary Contractor must provide the Law Department with the court reporter's name, e-mail address and cell phone number. If the Primary Contractor or the Secondary Contractor is unable to provide a court reporter for a proceeding, that had previously been scheduled, the Primary Contractor or the Secondary Contractor must notify the Law Department by e-mail, 48-Hours prior to the event. 4.5.7 The Primary Contractor or the Secondary Contractor shall assign another Court Reporter in the event the assigned Court Reporter is unable to provide services. The Primary Contractor or the Secondary Contractor must notify the Law Department, in writing, within 24-Hours of the assignment. 4.5.8 The Primary Contractor nor the Secondary Contractor shall charge a cancellation fee to the City if the Primary Contractor or the Secondary Contractor are notified of the cancellation by the Law Department within 24-Hours of the proceeding. A cancellation fee shall be assessed if notification of the cancellation occurs less than 24-Hours before the proceeding. If there is a cancellation fee it shall not be in excess of an appearance fee. 4.6 Primary Contractor and Secondary Contractor Responsibilities: 4.6.1 It is the City's intent to award a contract to a Primary Contractor and a Secondary Contractor for the court reporter services. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 4 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 4.6.2 Award of the Primary Contractor will be awarded to the contractor who submits the lowest responsive offer per Category 1 of the Price Submittal. 4.6.3 Award of the Secondary Contractor will be awarded to the contractor who submits the next lowest responsive offer per Category 1 of the Price Submittal. 4.6.4 The City will contact the Primary Contractor to ensure the City's requested turnaround timeframe can be met_ 4.6.5 The City will contact the Secondary Contractor when services are needed for the court reporting services. 4.6.6 The Secondary Contractor will be available to perform services when the Primary Contractor is not able to meet City's requested turnaround timeframe. 4.6.7 If the Primary Contractor and the Secondary Contractor are not available, the Legal Department reserves the right to reach out to another vendor. 5.0 DESIGNATION OF KEY PERSONNEL 5A The Law Department, the Primary Contractor and the Secondary Contractor resolve to keep the same key personnel assigned to the contract throughout the term of the contract. In -the - event that it becomes necessary for the Primary Contractor and the Secondary Contractor to replace any key personnel, the replacement shall be an individual having equivalent experience and competence in executing projects such as the one described in this Invitation for Bid. Additionally, the Primary Contractor and the Secondary Contractor shall promptly notify the Law Department and obtain approval for the replacement of the individuals). Such approval shall not be unreasonably withheld. 5.2 The Primary Contractor and the Secondary Contractor shall provide the Law Department's Contract Specialist, the name of their key personnel within one (1) week of the contract effective date. 5.3 The Law Department's key personnel are identified as follows: Title Primary Contractor Contract Manager Secondary Contractor Contract Manager COA Law Contract Specialist COA Law Financial Manager City Procurement Specialist Name Phone Number TBD at contract TBD at contract award award TBD at contract TBD at contract award award Teresa Medina Allan Umana Diana McIntosh (512) 974-2268 (512) 974-2268 (512) 974-2034 Email Address TB❑ at contract award TBD at contract award Teresa.Medina2@austintexas.gov Allan.Umana@austintexas.gov Diana. Mclntosh@austintexas.gov 5.4 The City of Austin Law Contract Specialist identified above will be the main point of contact for the Law Department and will manage the services, operations, and communications. The Law Department will notify the Contractor in writing in the event there is any change in contract administration responsibilities. E-mail communication is preferred, but in the case of emergencies, please contact the City of Austin Law Contract Specialist by phone. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 5 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 6.0 CITY REQUIREMENTS 6.1 The Law Department will grant prior written approval for any sub -contractor services. 6.2 The Law Department reserves the right to replace a Court Reporter, for failing to perform the assigned duties to the Law Department's satisfaction and request another Court Reporter. 6.3 The Law Department reserves the right to request that the non -performing Court Reporter not be assigned to future City of Austin proceedings. 6.4 The Law Department will issue the Primary Contractor, or the Secondary Contractor a City issued Delivery Order, of the requirements for attendance at a proceeding at least three (3) days before the scheduled session. 6.5 The Law Department will provide at a minimum: a. The date and time of services; b. Location of services; c. Description of services requested; and d. Law Department's point of contact. 6.6 The Law Department will notify the contractor of the Court Reporting schedule at least two (2) weeks in advance, if possible. 6.7 The Legal Department requires the same Court Reporter be available to transcribe the entire administrative hearing or deposition that include consecutive scheduled days. 7.0 REFERENCES The Offeror shall provide three (3) references with the Offer including client name, point of contact, phone number and email address. References shall validate satisfactory service for similar work as described herein and number of years' experience. Please include names, physical address, e-mail address, and telephone numbers for all references. 8.0 INVOICES 8.1 Invoices shall be emailed to COALaw.lnvoices0austintexas.00v on or before the 151' of each month for all the services provided in the prior month. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractors' invoice. 8.2 At a minimum, invoices shall be itemized and contain the following information, or they will not be processed and will be returned to the Contractor for correction: a. A unique invoice number; b. Invoice date; c. Court Reporters Name; d. Purchase order or delivery order number; e. Contract number; f. Description of services performed; g. The Contractor's name and remit to address; and h. The Contractor's tax identification number (must exactly match the information in the Contractor's registration with the City.) Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 5 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 9.0 OMISSIONS It is the intent of this Invitation for Bid to acquire the services described herein. All items and/or services omitted from this document which are necessary to meet the objectives of the services described will be considered requirements, although not directly specified or called for herein. Scope of Work Court Reporter Services IFB 5700 DCM1024 REBID 1 Page 7 of 7 10/07/2020 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS The Contractor agrees that the Contract shall be governed by the following terms and conditions. 1 GENERAL 1.1 TERM OF CONTRACT: A_ The Contract shall commence upon execution unless otherwise specified and shall continue in effect until all obligations are performed in accordance with the Contract. Upon written notice to the Contractor from the City's Purchasing Officer or designee, the Contract may be extended beyond the initial term at the City's sole option unless the Contractor is notified 30-Days prior to the expiration. If the City exercises any extension option, all terms, conditions, and provisions of the Contract shall remain in effect for that extension period, subject only to any economic price adjustment otherwise allowed under the Contract. B. Upon expiration of the initial term or any period of extension, the Contractor agrees to holdover under the terms and conditions of this Contract for such a period as is reasonably necessary for the City to re - solicit and/or complete the Deliverables due under this Contract. Any holdover period will not exceed 184-Calendar days unless mutually agreed or, by both parties in writing. 1.2 INDEFINITE QUANTITY: The quantities and/or services listed herein are estimates of the goods and services needed by the City for the period of the Contract. The City reserves the right to purchase more or less of these quantities and/or services as may be required during the Contract term. Quantities and/or services will be as needed and specified by the City for each order. Unless specified in the Contract, there are no minimum order quantities. 1.3 INVOICES: A. The Contractor shall submit separate Invoices for each Order after each delivery or on the schedule provided in the Contract. If partial shipments or deliveries are authorized by the City, a separate Invoice must be sent for each shipment or delivery made. B. Invoices shall be sent to the address on the Purchase Order of Delivery Order in the section entitled, "BILL TO". Proper Invoices must include a unique Invoice number, the purchase Order or delivery Order number, the master agreement number (if applicable), the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized according to pricing structure in the Contract. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the Invoice. The Contractor's name and, if applicable, the tax identification number on the Invoice must exactly match the information in the Vendors registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's Invoice. Invoices received without all required information cannot be processed and will be returned to the vendor. C. Invoices for labor shall include a tabulation of work hours at the appropriate rates and grouped by work Order number. Time billed for labor shall be limited to hours actually worked. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontracting and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, ❑r City sales taxes must not be included in the Invoiced amount. The City will furnish a tax exemption certificate upon request. 1.4 PAYMENT: A. All proper Invoices received by the City will be paid within 30-Calendar days of the City's receipt of the Deliverables or of the Invoice, whichever is later. Terms & Conditions 1 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS B. If payment is not timely made, (per Paragraph A), interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code §2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until 10-Calendar days after the grounds for withholding payment have been resolved. C. if partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the Invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. ❑eIivery of defective or non -conforming Deliverables by the Contractor; ii. Third party claims, which are not covered by the insurance which the Contractor is required to provide under the terms of this Contract, are filed or there is reasonable evidence indicating probable filing of such claims; iii. Failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. Damage to the property of the City or the City's agents, employees or Contractors, which is not covered by insurance required to be provided by the Contractor; V. Reasonable evidence demonstrates that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. Failure of the Contractor to submit proper Invoices with all required attachments and supporting documentation; or vii. Failure of the Contractor to comply with any material provision of the Contract Documents. F. Notice is hereby given of Article VIII, §1 of the Austin City Charter which prohibits the payment of any money to any person, firm or corporation who is in arrears to the City for taxes, and of §2-8-3 of the Austin City Code concerning the right of the City to offset indebtedness owed the City. F. The Contractor agrees to accept payment by either credit card, check or Electronic Funds Transfer for all goods and/or services provided underthe Contract. The Contractor shall factor the cost of processing credit card payments into the Offer. There shall be no additional charges, surcharges, or penalties to the City for payments made by credit card. G. The awarding or continuation of this Contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds appropriated and available for this Contract. The absence of appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not appropriated or available and any Deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. The City shall pay the Contractor, to the extent of funds appropriated or otherwise legally available for such purposes, for all goods delivered and services performed, and obligations incurred prior to the date of notice of non -appropriation. 1.5 FINAL PAYMENT AND CLOSE OUT: A. if a Minority -Owned Business Enterprise/Women-Owned Business Enterprise (MBE/WBE) Program Compliance Plan is required by the Solicitation, and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Project Manager or Contract Manager no later than the 15th calendar day after completion of ail work under the Contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements of the Compliance Plan as accepted by the City. B. The making and acceptance of final payment will constitute: Terms & Conditions 2 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS i. A waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. A waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 1.6 SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this Order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 1.7 AUDITS AND RECORDS: A. The Contractor agrees that the representatives of the office of the City Auditor or other authorized representatives of the City shall have access to, and the right to audit, examine, or reproduce, any and all records of the Contractor related to the performance under this Contract, at the City's expense. The Contractor agrees to refund to the City any overpayments disclosed by any such audit. The City agrees to protect from disclosure Contractor's confidential and proprietary information disclosed during an audit to the same extent it protects its own confidential and proprietary information, subject to the requirements of the Texas Public Information Act, Chapter 2 25 1, Texas Government Code. B. Records Retention: i. Contractor is subject to City Code Chapter 2-11 (Records Management), and as it may subsequently be amended. ii. The Contractor shall retain all records for a period of three years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Contractor are resolved, whichever is longer. 1.8 FINANCIAL DISCLOSURES AND ASSURANCE: The City may request and review financial information as the City requires to determine the credit worthiness of the Contractor, including but not limited to, annual reports, audited financial Statements and reports, bank letters of credit or other credit instruments. Failure of the Contractor to comply with this requirement shall be grounds for terminating the Contract. 1.9 RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. If no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 1.14 STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shaII be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. Terms & Conditions 3 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 1.11 DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or Deliverable required to be submitted by the Contractor to the City. The City shall be in default if it fails to make payment in accordance with the Payment terms of this Contract. 1.12 TERMINATION FOR CAUSE: In the event of a default by either party, the non -defaulting party shall have the right to terminate the Contract for cause, by written notice effective 10-Calendar days, unless otherwise specified, after the date of such notice, unless the defaulting party, within such 10-Day period, cures such default, or provides evidence sufficient to prove to the non -defaulting party's reasonable satisfaction that such default does not, in fact, exist. Additionally, the City shall have the right to act in accordance with the terms defined by "City of Austin Purchasing Office Probation, Suspension and Debarment Rules for Vendors." In addition to any other remedy available under law or in equity, either party shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the party as a result of the Contractor's default, including, without limitation, cost of cover, court costs, and prejudgment and post -judgment interest at the maximum lawful rate. All rights and remedies under the Contract are cumulative and not exclusive of any other right or remedy provided by law. 1.13 ATTORNEY'S FEES: In consideration of the award and execution of this Contract and in consideration of the City's waiver of its right to attorney's fees, the Contractor knowingly and intentionally waives its right to attorney's fees under §271.153, Texas Local Government Code, in any administrative proceeding, alternative dispute resolution proceeding, or litigation arising out of or connected to this Contract. 1.14 TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon 30-Calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds appropriated or otherwise legally available for such purposes, for all goods delivered and services performed, and obligations incurred prior to the date of termination in accordance with the terms hereof. 1.15 FRAUD: Fraudulent Statements by the Contractor on any Offer or in any report or Deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 1.16 DELAYS: The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within 30-Calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution Clause. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. Terms & Conditions 4 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 1.17 FORCE MAJEURE: Contractor may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, pandemic, sovereign conduct, or court order provided that the Contractor experiences the event of force majeure and prudently and promptly acts to take any and all steps that are within the Contractor's control to ensure performance and to shorten the duration of the event of force majeure. Contractor shall provide notice of the force majeure event to the City within three (3) business days of the event or delay, whichever occurs later, to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. Subject to this provision, such non-performance shall not be deemed a default or a ground for termination. However, the City may terminate an ❑rder under the Contract if it is determined by the City that the Contractor will not be able to deliver goods or services in a timely manner to meet the business needs of the City. 1.18 INDEMNITY: A. 1N THIS SECTION, THE FOLLOWING TERMS HAVE THE MEANINGS ASSIGNED BELOW: i. "INDEMNIFIED PARTY" IS THE CITY AND THE CITY'S OFFICERS, ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AGENTS, REPRESENTATIVES, 5UCCESSORS AND ASSIGNS. (1) "INDEMNIFYING PARTY" 15 THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, SUCCESSORS AND ASSIGNS. (2) THE INDEMNIFYING PARTY SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE INDEMNIFIED PARTY AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, CAUSES OF ACTION, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS OR EXPENSES, INCLUDING PROFESSIONAL FEES AND ATTORNEYS' FEES,THATARE INCURRED BY THE INDEMNIFIED PARTY ARISING OUT OF ANY DIRECT OR THIRD PARTY CLAIM OF: ii. BREACH OR NON -FULFILLMENT OF ANY PROVISION OF THIS CONTRACT BY THE INDEMNIFYING PARTY; iii. ANY FALSE REPRESENTATION OR WARRANTY MADE BY THE INDEMNIFYING PARTY IN THIS CONTRACTOR IN THE INDEMNIFYING PARTY'S PROPOSAL/RESPONSE LEADING TO THISCONTRACT; iv. ANY NEGLIGENTOR MORE CULPABLE ACTOR OMISSION OF THE INDEMNIFYING PARTY, INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT, RELATED TO THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS CONTRACT; V. BODILY INJURY; DEATH OF ANY PERSON; OCCUPATIONAL ILLNESS OR DISEASE; LOSS OF SERVICES, WAGES, OR INCOME; OR DAMAGE TO REAL OR PERSONAL PROPERTY CAUSED BY THE NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS OF INDEMNIFYING PARTY, INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT; OR vi. ANY FAILURE OF THE INDEMNIFYING PARTY TO COMPLY WITH ANY APPLICABLE FEDERAL, STATE, OR LOCAL LAWS, REGULATIONS, OR CODES RELATED TO THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS CONTRACT. B. THE INDEMNIFYING PARTY'S OBLIGATIONS TINDER THIS SECTION ARE NOT EXCUSED IN THE EVENTA CLAIM IS CAUSED IN PART BY THE ALLEGED NEGLIGENCE OR MORE CULPABLE ACTS OR OMISSIONS OF THE INDEMNIFIED PARTY, INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT. C. THE INDEMNIFIED PARTY SHALL GIVE THE INDEMNIFYING PARTY WRITTEN NOTICE (A "CLAIM NOTICE-) OF ANY CLAIM RECEIVED RELATED TO THIS CONTRACT. THE INDEMNIFYING PARTY'S DUTY TO DEFEND APPLIES IMMEDIATELY. THE INDEMNIFIED PARTY'S FAILURE TO PROVIDE A CLAIM NOTICE TO THE INDEMNIFYING PARTY DOES NOT RELIEVE THE INDEMNIFYING PARTY OF ITS DUTY TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE INDEMNIFIED PARTY. D. THE INDEMNIFIED PARTY MAY SELECT ITS OWN LEGAL COUNSEL TO REPRESENT ITS INTERESTS. THE INDEMNIFYING PARTY SHALL: Terms & Conditions 5 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS i. REIMBURSE THE INDEMNIFIED PARTY FOR ITS COSTS AND ATTORNEYS FEES IMMEDIATELY UPON REQUEST, AS THEY ARE INCURRED, AND ii. REMAIN RESPONSIBLE TO THE INDEMNIFIED PARTY FOR ANY LOSSES INDEMNIFIED UNDER THIS SECTION. THE INDEMNIFYING PARTY SHALL GIVE PROMPT, WRITTEN NOTICE TO THE INDEMNIFIED PARTY OF ANY PROPOSED SETTLEMENT OF A CLAIM THAT IS INDEMNIFIABLE UNDER THIS SECTION. THE INDEMNIFYING PARTY MAY NOT, WITHOUT THE INDEMNIFIED PARTY'S PRIOR, WRITTEN CONSENT, SETTLE OR COMPROMISE ANY CLAIM OR CONSENT TO THE ENTRY OF ANY JUDGMENT REGARDING WHICH INDEMNIFICATION IS BEING SOUGHT UNDER THIS SECTION. F. MAINTENANCE OF THE INSURANCE REQUIRED BY THIS CONTRACT SHALL NOT LIMIT THE INDEMNIFYING PARTY'S OBLIGATIONS UNDER THIS SECTION. THE INDEMNIFYING PARTY SHALL REQUIRE ALL SUBCONTRACTORS TO INDEMNIFY THE CITY IN THE SAME MANNER AS PROVIDED IN THIS SECTION. 1.19 NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Notices to the Contractor shall be sent to the address registered with the City. Notices to the City shaft be addressed to the City at P.O. Box 1088, Austin, Texas 78767 and marked to the attention of the assigned Procurement Specialist. 1.20 CONFIDENTIALITY: The Contractor may be granted access to certain of the City's or licensor's confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which City or its licensors consider confidential) (Confidential Information) to provide the Deliverables to the City. The Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and its licensors. The Contractor (including its employees, Subcontractors, agents, or representatives) agrees it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without prior written consent of City, or in a manner not expressly permitted under this Contract, unless the Confidential Information is required to be disclosed by law or an Order of a court or other governmental authority (including a Texas Attorney General opinion) with proper jurisdiction. In all cases, the Contractor agrees to promptly notify the City before disclosing Confidential Information to permit the City reasonable time to seek an appropriate protective Order. The Contractor agrees to use protective measures no less stringent than the Contractor uses in its business to protect its own most valuable information. In all circumstances, the Contractor's protective measures must be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. A. Confidential information includes, but is not limited to, all information regarding commercial data, customer information, financial data and projections, pricing proposals, and cost analyses, whether in tangible form or orally or visually conveyed to, or acquired by, the Contractor in the course of its work underthe Contract. Confidential Information may be in any medium and may be written or oral. B. The Contractor agrees: (i) not to use Confidential Information for any reason other than for the purpose of providing or receiving the Deliverables, (ii) not to disclose Confidential Information to any third party Terms & Conditions 6 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS other than to its employees who have a need to know the Confidential Information for furtherance of providing the Deliverables, (iii) to promptly notify City of any request for Confidential Information to be disclosed under any law or Order of any court or other governmental authority with proper jurisdiction, so as to permit City reasonable time to seek an appropriate protective Order, and (iv) to use measures to protect the Confidential Information that are no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. C. All Confidential. Information and derivations thereof shall remain the sole and exclusive property of City, and no license or other right to the Confidential Information or intellectual property is granted or implied hereby. Upon the written request of City, the Contractor shall promptly return to City all tangible items of Confidential Information furnished by City and all copies thereof or certify in writing that all Confidential Information, including all copies, has been destroyed. D. No expiration or termination of the Contract shall affect either party's rights or obligations with respect to Confidential Information. E. The parties acknowledge and agree that any breach or threatened breach of the Contract could cause harm for which money damages may not provide an adequate remedy. The parties agree that in the event of such a breach or threatened breach of the Contract, in addition to any other available remedies, City may seek temporary and permanent injunctive relief restraining the Contractor from disclosing or using, in whole or in part, any Confidential Information. 1.21 TEXAS PUBLIC INFORMATION ACT: A. All material submitted by the Contractor to the City related to the Contract shall become property of the City upon receipt. Any portions of such material claimed by the Can tractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, Texas Government Code. B. In accordance with Texas Government Code §552.372, if this Contract has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by the City or results in the expenditure of at least $1 million in public funds for the purchase of goods or services by the City in a fiscal year, Contractor agrees to: i_ Preserve all Contracting information related to the Contract as provided by the records retention requirements in the AUDITS AND RECORDS Section of the Contract; ii. Promptly provide to the City any Contracting information related to the Contract that is in the custody or possession of Contractor on request of the City; and iii. On completion of the Contract, either: (1) Provide at no cost to the City all Contracting information related to the Contract that is in the custody or possession of Contractor; or (2) Preserve the Contracting information related to the Contract as provided by the records retention requirements in the AUDITS AND RECORDS Section of the Contract. C. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Contract, and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fai€s to comply with a requirement of that Subchapter. 1.22 PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. Terms &Conditions 7 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 1.23 ADVERTISING: The Contractor shall not advertise or publish, without the City's prior written consent, the fact that the City has entered into the Contract, except to the extent required by law. 1.24 NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 1.25 GRATUTIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were Offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Austin with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such Contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 1.28 PROHIBITION AGAINST PERSONAL INTEREST 1N CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision -making process of the performance of any Solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that Solicitation. Any willful violation of this Section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. 1.27 INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent Contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City. 1.28 ASSIGNMENT DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this Paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there be no third -party beneficiaries to the Contract. 1.29 WAIVER: The claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is Terms & Conditions S Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 1.30 MODIFICATIONS: The Contract can be modified or amended only in writing and signed by both parties. No pre-printed or similar terms on any Contractor Invoice, Order, clickwrap agreement or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 1.31 INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive Statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 1.32 DISPUTE RESOLUTION: A. if a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this Section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within 14-Calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one senior level individual with decision -making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in goad faith to negotiate a resolution of the dispute. If, within 30-Calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within 30-Calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option, the City and the Contractor agree to act in good faith in the selection of the mediator and to consider qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a Contract interpretation expert. If the parties fail to agree on a mediator within 30-Calendar days of initiation of the mediation process, the mediator shall be selected by the Travis County Dispute Resolution Center. The parties agree to participate in mediation in good faith for up to 30-Calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 1.33 JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another State or jurisdiction. All Terms & Conditions 9 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS issues arising from this Contract shall be resolved in the courts of Travis County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 1.34 INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contracts ha I I in noway affect the validity or enforceability of any other portion or provision of the Contract. Any void provision small be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 1.35 HOLIDAYS: The following holidays are observed by the City: Holiday New Year's Day Martin Luther King, Jr.'s Birthday President's Day Memorial Day Independence Day Labor Day Veteran's Day Thanksgiving Day Friday after Thanksgiving Christmas Eve Christmas Day Date Observed January 1 Third Monday in January Third Monday in February Last Monday in May July 4 First Monday in September November 11 Fourth Thursday in November Friday afte r Tha n ksgivi ng December 24 December 25 If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. 1.36 SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. Terms & Conditions 10 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 1.37 COOPERATIVE CONTRACT: A. The City has entered into Interlocal Purchasi rig Agreements with other governmental entities, for the purpose of accessing their cooperative contracts and making available our cooperative contracts, pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code. The Contractor agrees to offer the same prices and terms and conditions of this cooperative contract to other eligible governmental agencies that have entered into an interlocal agreement with the City for the purpose of accessing the City's cooperative contracts. B. The City does not accept any responsibility or liability for the purchases by other governmental entities made under a separate contract based on this cooperative contract. 1.38 NON -DEBARMENT CERTIFICATION: When using Federal funds, the City of Austin does not Contract with or make prime or sub -awards to parties that are debarred or whose principals are debarred from Federal Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs. The Contractor shall notify the Procurement Specialist within five (5) business days if they become debarred from doing business with the Federal Government during the term of the Contract. 1.39 EQUAL OPPORTUNITY: A. Equal Employment Opportunity: No Cortractor, or Contractor's agent, shall engage in any discriminatory employment practice as defined in Chapter 5-4 of the City Code. No Offer submitted to the City shall be considered, nor any Purchase Order issued, or any Contract awarded by the City unless the Offeror has executed and filed with the City Purchasing Office a current Non -Discrimination Certification. Non-compliance with Chapter 5-4 of the City Code may result in sanctions, including termination of the Contract and the Contractor's suspension or debarment from participation on future City Contracts until deemed compliant with Chapter 5-4. B. Non -Retaliation: The Contractor agrees to prohibit retaliation, discharge or otherwise discrimination against any employee or applicant for employment who has inquired about, discussed or disclosed their compensation. C. Americans with Disabilities Act (ADA) Compliance: No Contractor, or Contractor's agent, shall engage in any discriminatory practice against individuals with disabilities as defined in the ADA, including but not limited to: employment, accessibility to goods and services, reasonable accommodations, and effective communications. 1.40 MANDATORY ANTI-ISRAEL BOYCOTT PROVISION: Pursuant to Amawi v. Pf{ugervilie Independent School District, 373 F.Supp.3d 717 (W.D. Texas 2019), the State of Texas is preliminarily enjoined from enforcing this provision. However, if that injunction is lifted, this provision may apply to the Contract: Pursuant to Texas Government Code §2271.002, the City is prohibited from contracting with any "company" for goods or services unless the following verification is included in this Contract. A. For the purposes of this Section only, the terms "company" and "boycott Israel" have the meaning assigned by Texas Government Code §2271.001. B. If the Contractor qualifies as a "company", then the Contractor verifies that he: i. does not "boycott Israel"; and ii. will not "boycott Israel" during the term of this Contract. Terms & Conditions 11 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS C. The Contractor's obligations under this Section, if any exist, will automatically cease or be reduced to the extent that the requirements of Texas Government Code Chapter 2271 are subsequently repealed, reduced, or declared unenforceable or invalid in whole or in part by any court or tribunal of competent jurisdiction or by the Texas Attorney General, without any further impact on the validity or continuity of this Contract. 1.41 PROHIBITION ON LGBTQ+ CONVERSION THERAPY: The Contractor certifies that it is aware of City Council Resolution No. 20191114-056, which prohibits the City from Contracting with entities that engage in certain practices related to conversion therapy. By accepting this Contract, the Contractor agrees that: (1) its firm and its principals are not currently and will not during the term of the Contract engage in practicing LGBTQ+ conversion therapy; referring persons to a healthcare provider or other person or organization for LGBTQ+ conversion therapy; or Contracting with another entity to conduct LGBTQ+ conversion therapy; and (2) if the City determines in its sole discretion that Contractor has during the term of this Contract engaged in any such practices, the City may terminate this Contract without penalty to the City. 1.42 SUBCONTRACTORS: A. If the Contractor identified Subcontractors in an MBE/WBE Program Compliance Plan or Subcontractor Plan the Contractor shall comply with the provisions of Chapters 2-9A, 2-913, 2-9C, and 2-913, as applicable, of the Austin City Code and the terms of the Compliance Plan or Subcontractor Plan as approved by the City (the "Plant"j. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing in accordance with the provisions of Chapters 2-9A, 2-913, 2-9C and 2-911), as applicable. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective Deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Contract Manager no later than the 10" calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written Contract between the Contractor and Subcontractor. The terms of the Subcontract may not conflict with the terms of the Contract and shall contain provisions that. i. Require that all Deliverables and services to be provided by the Subcontractor be provided in strict accordance with the provisions, Specifications and terms of the Contract; ii. Prohibit the Subcontractor from further Subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further Subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. Require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its Invoice or application for payment to the City in accordance with the terms of the Contract; iv. Require that all Subcontractors obtain and maintain, throughout the term of their Contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and V. Require that the Subcontractor follow terms as defined in section, AUDITS AND RECORDS and City Code Chapter 2-11 C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract Terms & Conditions 12 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS shall create for the benefit of any such Subcontractor any Contractual relationship between the City and any such Subcontractor, nor shall it create any Obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than 10-Calendar days after receipt of payment from the City. 1.43 NON -SPECIFIED ITEMS: The City may purchase additional related items that are available from the Contractor. Pricing for these non -specified items will be calculated based on a percentage markup over Contractors cost, percentage discount of list price or as otherwise identified in the Price Sheet under the Non -Specified Items Section. The percentage markup or discount shall be fixed throughout the term of the Contract and are not subject to increase. They shall also remain firm through subsequent Contract extension options. The City may request additional information from the Contractor to substantiate the percentage markup or discount prior to placing an order. 1.44 ECONOMIC PRICE ADJUSTMENT: A. Price Adiustments: Prices shown in this Contract shall remain firm for the first 12-Calendar months of the Contract. After that, in recognition of the potential for fluctuation of the Contractor's cost, a price adjustment (increase or decrease) may be requested by either the City or the Contractor on the anniversary date of the Contract or as may otherwise be specified herein. The percentage change between the Contract price and the requested price shall not exceed the percentage change between the specified index in effect on the date the Solicitation closed and the most recent, non -preliminary data at the time the price adjustment is requested. The requested price adjustment shall not exceed 20-Percent (20%) for any single line item and in no event shall the total amount of the Contract be automatically adjusted as a result of the change in one or more -line items made pursuant to this provision. Prices for products or services unaffected by verifiable cost trends shall not be subject to adjustment. B. Effective Date: Approved price adjustments will go into effect on the first (1") Day of the upcoming renewal period or anniversary date of Contract award and remain in effect until Contract expiration unless changed by subsequent amendment. C. Adiustments: A request for price adjustment must be made in writing and submitted to the other Party prior to the yearly anniversary date of the Contract; adjustments may only be considered at that time unless otherwise specified herein. Requested adjustments must be solely for the purpose of accommodating changes in the Contractor's direct costs. Contractor shall provide an updated price listing once agreed to adjustment(s) have been approved by the parties. ❑. Indexes: In most cases an index from the Bureau of Labor Standards will be utilized; however, if there is more appropriate, industry recognized standard then that index may be selected. i. The following definitions apply: (1) Base Period: Month and year of the original Contracted price (the Solicitation close date). (2) Base Price: Initial price quoted, proposed and/or Contracted per unit of measure. (3) Adjusted Price: Base Price after it has been adjusted in accordance with the applicable index change and instructions provided. (4) Change Factor: The multiplier utilized to adjust the Base Price to the Adjusted Price. (5) Weight W The percent of the Base Price subject to adjustment based on an index change. Terms & Conditions 13 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS a. Adjustment -Request Review: Each adjustment -request received will be reviewed and compared to changes in the index(es) identified below. Where applicable: i. Utilize final Compilation data instead of Preliminary data ii. If the referenced index is no longer available shift up to the next higher category index. iii. Index identification: Complete Weight % or $ of Base Price: 100% Database Name: Bureau of Labor Statistics, Employment Cost Index (NAICS) Series ID: CIU30200003000001 ® Not Seasonally Adjusted 1 ❑ Seasonally Adjusted Geographical Area: United States Description of Series ID: Wages and salaries for State and local government workers in Service occupations, Index This Index shall apply to all items of the Price Submittal Sheet. E. Calculation: Price adjustment will be calculated as follows: Single Index: Adjust the Base Price by the same factor calculated for the index change. Index at time of ca Icu lation Divided by index on Solicitation close date Equals Change Factor Multiplied by the Base Rate Equals the Adjusted Price F. If the requested adjustment is not supported by the referenced index, the City, at its sole discretion, may consider approving an adjustment on fully documented market increases. 1.45 INSURANCE: A GENERAL INSURANCE REQUIREMENTS: i. The Contractor shall provide a Certificate of Insurance as verification of coverages and endorsements required in Section B, 5peo ific Insurance Requirements, to the City prior to Contract execution and within 14-Calendar days after written request from the City. Faiture to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a Terms & Conditions 14 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. ii. All endorsements naming the City as additional insured, waivers, and notices of cancellation shall indicate, and the Certificate of Insurance shall be mailed to the following address: City of Austin Purchasing Office P.O. Box 1088 Austin, Texas 78767 OR P U R I nsu ra n ceCo m pl is nce @au sti nTexas. aov iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The City may request that the Contractor submit certificates of insurance to the City for all Subcontractors prior to the Subcontractors commencing work on the project. v. The Contractor's and all Subcontractors' insurance coverage shall be written by companies authorized to do business in the State of Texas and have an A.M. Best rating of B+VII ❑r better. vi. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. vii. If insurance policies are not written for amounts specified in Section B, Specific Insurance Requirements, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. viii. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of pa rticuIar policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. ix. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in exposure, statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. X. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as req wired in the Contract. xi. The Contractor shall be responsible for premiums, deductibles and self -insured retentions, if any, stated in policies. Self -insured retentions greater than $499,999 shall be disclosed on the Certificate of Insurance. xii. If any required insurance is written on a claims -made basis, the Certificate of Insurance shall state that the coverage is claims -made and the retroactive date shall be prior to or coincident with the date of the Contract and the coverage continuous and shall be provided for 24 months following the completion of the Contract. xiii. The insurance coverages specified in Section B., Specific Insurance Requirements, are required minimums and are not intended to limit the responsibility or liability of the Contractor. Terms & Conditions 15 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS S. Soecific Insurance Coveraee Requirements: The Contractor, consistent with its status as an independent Contractor shall carry and will cause its Subcontractors to carry, at a minimum insurance in the types and amounts indicated below for the duration of the Contract, including extension options and hold over periods, and during any warranty period. Worker's Compensation and Emolovers' Uabiiity Insurance: Coverage shall be consistent with statutory benefits outlined in the Texas Worker's Compensation Act (Section 401). The minimum policy limits for Employer's Liability are $100,000 bodily injury each accident, $500,000 bodily injury by disease policy limit and $100,000 bodily injury by disease each employee. (1) The Contractor's policy shall apply to the State of Texas and include these endorsements in favor of the City of Austin: a. Waiver of Subrogation, Form WC420304, or equivalent coverage; b. 30 Days' Notice of Cancellation, Form WC420601, or equivalent coverage. Commercial General Liabilitv Insurance: Coverage with minimum bodily injury and property damage per occurrence limits of $500,000 for coverages A (Sod ily Injury and Property Damage) and B (Personal and Advertising Injury). (1) The policy shall contain the following provisions: a. Contractual liability coverage for liability assumed under the Contract and all other Contracts related to the project; b. Independent Contractors coverage (Contractor/Subcontracted work); c. Products/Completed Operations Liability for the duration of the warranty period; d. If the project involves digging ordrilling, provide Explosion, Collapse, and Underground (X, C, & U) Coverage. (2) The policy shall also include these endorsements in favor of the City of Austin: a. Waiver of Subrogation, Endorsement CG 2404, or equivalent coverage; b. 30 Days' Notice of Cancellation, Endorsement CG 0205, or equivalent coverage; c. The City of Austin listed as an additional insured, Endorsement CG 2010, or equivalent coverage. iii. Business Automobile Liabilitv Insurance: Coverage f or all owned, non -owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternate acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. (1) The policy shall include these endorsements in favor of the City of Austin: a. Waiver of Subrogation, Endorsement CA0444, or equivalent coverage; b. 30 Days' Notice of Cancellation, Endorsement CA0244, or equivalent coverage; c. The City of Austin listed as an additional insured, Endorsement CA2048, or equivalent coverage. iv. Professional Liabilitv; Contractor shall provide Professional Liability coverage, at a minimum limit of $500,000 per occurrence, to pay on behalf of the assured all sums which the assured shall become legally obligated to pay as damages by reason of any negligent act, error, or omission arising out of the performance of professional services under this Agreement. Policy shall be endorsed to name City of Austin, its Affiliates, and their respective directors, officers, employees, and agents, as additional insureds. C. Endorsements: The specific insurance coverage endorsements specified above, or their equivalents must be provided. If endorsements, which are the equivalent of the required coverage, are proposed to be substituted for the required coverage, copies of the equivalent endorsements must be provided for the City's review and approval. Terms & Conditions 16 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 2 SERVICES 2.1 ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES AND/OR SERVICES: If, instead of requiring immediate correction or removal and replacement of defective or non -conforming Deliverables or Services, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming Deliverables or Services. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming Deliverables or Services. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor within 30-Calendar days of notification provided by the City. 2.2 WORKFORCE: A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, Subcontractors, and Subcontractor's employees may not while engaged in participating or responding to a Solicitation or while in the course and scope of delivering goods ❑r services under a City of Austin Contract or on the City's property: i. Illegally use or possess a firearm, except as required by the terms of the Contract; ❑r ii. Use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, cr under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has illegally possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. 2.3 GUARANTEE —SERVICES: The Contractor warrants and represents that all services to be provided to the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices following the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from final acceptance. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with the services warranty standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within 30-Calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair t hie City's rights under this Section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the Cityto procure such services from another source. Terms & Conditions 17 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 2.4 DATA SECURITY: In the course of providing services to the City, the Contractor may gain access to City -owned and City - maintained information. If so, the City and the Contractor desire to keep such information appropriately protected. The Contractor will handle information it receives from the City in compliance with this provision. A. Definitions. Capitalized terms used in this Section shall have the meanings set forth, below: "Authorized Persons" means (i) the Contractor's employees; and (ii) the Contractor's Subcontractors and agents who have a need to know or otherwise access Personal Information to enable the Contractor to perform its obligations under this Contract, and who are bound in writing by confidentiality and other obligations sufficient to protect Personal Information in accordance with the terms and conditions of this Contract. "Highly Sensitive Personal Information" means an (i) individual's government -issued identification number (including Social Security number, driver's license number, or state -issued identification number); (ii) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, or password that would permit access to an individual's financial account; or (iii) biometric, genetic, health, medical, or medical insurance data. "Personal Information" means information provided to the Contractor by or at the direction of the City, information which is created or obtained by the Contractor on behalf of the City, or information to which access was provided to the Contractor by or at the direction of the City, in the course of the Contractor's performance under this Contract that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government -issued identification numbers, passwords or PINS, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, and other personal identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Highly Sensitive Personal Information. "Security Breach" means (i) any act or omission that compromises either the security, con€identiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place by the Contractor or any Authorized Persons, or by the City should the Contractor have access to the City's systems, that relate to the protection of the security, confidentiality, or integrity of Personal Information, or (ii) receipt of a complaint in relation to the privacy and data security practices of the Contractor or any Authorized Persons or a breach or alleged breach of this Contract relating to such privacy and data security practices. Without limiting the foregoing, a compromise shall include any unauthorized access to or disclosure or acquisition of Personal Information. B. Standard of Care i. The Contractor acknowledges and agrees that, during the term of this Contract, the Contractor may create, receive, or have access to Personal Information. For any Personal Information, the Contractor shall comply with this Section in its creation, collection, receipt, transmission, storage, disposal, use, and disclosure of such Personal Information and be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or Terms & Conditions 18 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS disclosure of Personal Information Linder its control or in its possession by all Authorized Persons. The Contractor shall be responsible for, and remain liable to, the City for the actions and omissions of all Authorized Persons concerning the treatment of Personal Information. ii. Personal Information is deemed to be Confidential Information of the City and is not Confidential Information of the Contractor. In the event of a conflict or inconsistency between this -Section and any other Section of this Contract, the terms and conditions of this Section shall govern and control. iii. The Contractor agrees and covenants that it shall: iv. Keep and maintain all Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use, or disclosure; a. Not create, collect, receive, access, or use Personal Information in violation of law; b. Use and disclose Personal Information solely and exclusively for the purposes for which the Personal Information, or access to it, is provided pursuant to the terms and conditions of this Contract, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Information for the Contractor's own purposes or for the benefit of anyone otherthan the City, in each case, without the City's prior written consent; and c. Not directly or indirectly, disclose Personal Information to any person other than Authorized Persons, without the City's prior written consent. V. The Contractor represents and warrants that its creation, collection, receipt, access, use, storage, disposal, and disclosure of Personal Information does and shall comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives. vi. The Contractor shall implement and maintain a written information security program, including appropriate policies, procedures, and risk assessments that are reviewed and updated at least annually. vii. Without limiting the Contractor's obligations under this Section, the Contractor shall implement administrative, physical, and technical safeguards to protect Personal Information from unauthorized access, acquisition, or disclosure, destruction, alteration, accidental loss, misuse, or damage that are no less rigorous than the National Institute of Standards and Technology ("NIST") Cybersecurity Framework and shall ensure that all such safeguards, including the manner in which Personal Information is created, collected, accessed, received, used, stored, processed, disposed of, and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Contract. viii. If the Contractor has access to or will collect, access, use, store, process, dispose of, or disclose credit, debit, or other payment cardholder information, the Contractor shall, at all times, remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at the Contractor's sole cost and expense. ix. At a minimum, the Contractor's safeguards for the protection of Personal Information shall include: (i) limiting access of Personal Information to Authorized Persons; (ii) securing business facilities, data centers, paper files, servers, backup systems, and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability; (iii) implementing network, application, database, and platform security; (iv) securing information transmission, storage, and disposal; (v) implementing authentication and Terms & Conditions 19 Rev. 08-03-2020 IFS 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS access controls within media, applications, operating systems, and equipment; (vi) encrypting Highly Sensitive Personal Information stored on any media; (vii) encrypting Highly Sensitive Personal Information transmitted over public or wireless networks; (viii) strictly segregating Personal Information from information of the Contractor or its other customers so that Personal Information is not commingled with any other types of information; (ix) conducting risk assessments, penetration testing, and vulnerability scans and promptly implementing, at the Contractor's sole cost and expense, a corrective action plan to correct any issues that are reported as a result of the testing; (x) implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks consistent with applicable law; and (xi) providing appropriate privacy and information security training to Authorized Persons. x. The Contractor shall, at all times, cause Authorized Persons to abide strictly by the Contractor's obligations under this Contract. The Contractor further agrees that it shall maintain a disciplinary/sanctions process to address any unauthorized access, use, or disclosure of Personal Information by any Authorized Person. Upon the City's written request, the Contractor shall promptly identify for the City, in writing, all Authorized Employees as of the date of such request. Upon the City's written request, the Contractor shall provide the City with a network diagram that outlines the Contractor's information technology network infrastructure and all equipment used in relation to fulfilling its obligations under this Contract, including, without limitation: (i) connectivity to the City and all third parties who may access the Contractor's network to the extent the network contains Personal Information; (4) all network connections, including remote access services and wireless connectivity; (iii) all access control measures (far example, firewalls, packet filters, intrusion detection and prevention services, and access-list- contro#led routers); (iv) all backup or redundant servers; and (v) permitted access through each network connection. C. Security Breach Procedures: i. The Contractor shall: a. Provide the City with the name and contact information for an employee of the Contractor who shall serve as the City's primary security contact and shall be available to assist the City 24 hours per day, seven days per week as a contact in resolving obligations associated with a Security Breach; b. Notify the City of a Security Breach as soon as practicable, but no later than 24 hours after the Contractor becomes aware of it; and c. Notify the City of any Security Breaches by telephone at 512-974-4357 and email at PICK APPROPRIATE ONE cvbersecuritvPaustintexas.Rov (All contracts except AE) AE-Exec-Info-Sec(7austinenerRv.com (AE Contracts). ii. Immediately following the Contractor's notification to the City of a Security Breach, the parties shall coordinate with each other to investigate the Security Breach. The Contractor agrees to fully cooperate with the City in the City's handling of the matter, including, without limitation: (i) assisting with any investigation; (ii) providing the City with physical access to the facilities and operations affected; (iii) facilitating interviews with the Contractor's employees, Authorized Persons, and others involved in the matter; and (iv) making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law, regulation, industry standards, or as otherwise required by the City. Terms & Conditions 20 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS iii. The Contractor shall, at its own expense, use best efforts to immediately contain and remedy any Security Breach and prevent any further Security Breach, including, but not limited to taking any and all action necessary to comply with applicable privacy rights, laws, regulations, and standards. The Contractor shall reimburse the City for all actual costs incurred by the City in responding to, and mitigating damages caused by, any Security Breach, including all costs of notice and/or remediation. iv. The Contractor agrees that it shall not inform any third party of any Security Breach without first obtaining the City's prior written consent, other than to inform a complainant that the matter has been forwarded to the City's Attorrey. Further, the Contractor agrees that the City shall have the sole right to determine: (i) whether notice of the Security Breach is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law or regulation, or otherwise in the City's discretion; and (ii) the contents of such notice, whether any type of remediation may be Offered to affected persons, and the nature and extent of any such remediation. V. The Contractor agrees to maintain and: preserve all documents, records, and other data related to any Security Breach. vi. The Contractor agrees to fully cooperate, at its own expense, with the City in any litigation, investigation, or other action deemed necessary by the City to protect its rights relating to the use, disclosure, protection, and maintenance of Personal Information. vii. in the event of any Security Breach, the Contractor shall promptly use its best efforts to prevent a recurrence of any such Security Breach. D. Oversight of Security Compliance Upon the City's written request to confirm the Contractor's compliance with this Contract, as well as any applicable laws, regulations, and industry standards, the Contractor grants the City or, upon the City's election, a third party on the City's. behalf, permission to perform an assessment, audit, examination, or review of all controls in the Contractor's physical and/or technical environment in relation to all Personal Information being handled and/or services being provided to the City under this Contract. The Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure, and application software that processes, stores, or transports Personal Information for the City pursuant to this Contract. In addition, upon the City's written request, the Contractor shall provide the City with the results of any audit performed by or on behalf of the Contractor that assesses the effectiveness of the Contractor's information security program as relevant to the security and confidentiality of Personal Information shared during the course of this Contract. i. Return or Destruction of Personal Information. At any time during the term of this Contract, at the City's written request or upon the termination or expiration of this Contract for any reason, the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the City all copies, whether in written, electronic, or other form or media, of Personal Information in its possession or the possession of such Authorized Persons, or securely dispose of all such copies, and certify in writing to the City that such Personal Information has been returned to the City or disposed of securely. The Contractor shall comply with all directions provided by the City with respect to the return or disposal of Personal Information. ii. Equitable Relief. The Contractor acknowledges that any breach of its covenants or obligations set forth in this Section may cause the City irreparable harm for which monetary damages would not Terms & Conditions 21 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS be adequate compensation and agrees that, in the event of such breach or threatened breach, the City is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the City may be entitled at law or in equity. 5uch remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, notwithstanding to any exclusions or limitations in this Contract to the contrary. iii. Material Breach. The Contractor's failure to comply with any of the provisions of this Section is a material breach of this Contract. In such event, the City may terminate the Contract effective immediately upon written notice to the Contractor without further liability or obligation to the Contractor. iv. INDEMNIFICATION. THE CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY AND ITS ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (EACH, A "CITY INDEMNITEE") FROM AND AGAINST ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, ACTIONS, JUDGMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS' FEES, THE COST OF ENFORCING ANY RIGHT TO INDEMNIFICATION HEREUNDER, AND THE COST OF PURSUING ANY INSURANCE PROVIDERS, ARISING OUT OF OR RESULTING FROM ANY THIRD -PARTY CLAIM AGAINST ANY CUSTOMER INDEMNITEE ARISING OUT OF OR RESULTING FROM SERVICE PROVIDER'S OR AUTHORIZED PER5ON'5 FAILURE TO COMPLY WITH ANY OF THE OBLIGATIONS OF THIS SECTION. 2.5 TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract for which reimbursement may be claimed by the Contractor under the terms of the Solicitation will be reviewed against the current United States General Services Administration Domestic Per Diem rates as published and maintained online at: httos:J/www.gsa.gov/travel/plan-booklper-diem-rates No amounts in excess of the Travel Policy or rates shall be paid. All Invoices must be accompanied by copies of detailed itemized receipts (e.g. hotel bills, airline tickets). No reimbursement will be made for expenses not actually incurred. Airline fares in excess of coach ❑r economy will not be reimbursed. Mileage charges may not exceed the amount permitted as a deduction in any year under the Internal Revenue Code or Regulations. 2.6 PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and Specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the Contract. The Contractor hereby releases and holds the City harmless from and against any liabi lity or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. Terms & Conditions 22 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS 2.7 COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, its Subcontractors, and their respective employees, shall comply fully with all applicable Federal, State, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this Paragraph. 2.8 LIVING WAGES: The Citv's Living Wage Program. Rule R161-17.14, is located at: http://www.austinTexas.gov/edims/document.cfm?id=277854 A. The minimum wage required for all Contractor Employees (and all tiers of Subcontracting) directly assigned to this City Contract is $15.00 per hour, unless Published Wage Rates are included in this Solicitation. In addition, the City may stipulate higher wage rates in certain Solicitations in order to assure quality and continuity of service. B. The City requires Contractors submitting Offers on this Contract to provide a certification (see the Living Wages Contractor Certification included in the Solicitation) with their Offer certifying that all Contractor Employees (and at tiers of Subcontracting) directly assigned to this City Contract will be paid a minimum living wage equal to or greaterthan $15.00 per hour. The certification shall include a list of all Contractor Employees (and all tiers of Subcontracting) directly assigned to providing services under the resultant Contract including their name and job title The list shall be updated and provided to the City as necessary throughout the term of the Contract. C. The Contractor shall maintain throughout the term of the resultant Contract basic employment and wage information for each employee as requ ired by the Fair Labor Standards Act. ❑. The Contractor shall provide to the Department's assigned Contract Manager with the first Invoice, individual Employee Certifications for all Contractor Employees (and all tiers of Subcontracting) directly assigned to the Contract. The City reserves the right to request individual Employee Certifications at any time during the Contract term. Employee Certifications shall be signed by each Contractor Employee (and a€I tiers of Subcontracting) directly assigned to the Contract. The Employee Certification form is available on-line at httios://www.austiriTexas.p-ov/financeonline/vendor connection/index.cfm. E. Contractor shall submit employee certifications for Contractor Employees (and all tiers of Subcontracting) annually on the anniversary date of Contract award with the respective Invoice to verify that employees are paid the Living Wage throughout the term of the Contract. The Employee Certification Forms shall be submitted for Contractor Employees (and all tiers of Subcontracting) added to the Contract and/or to report any employee changes as they occur. F. The Department's assigned Contract Manager will periodically review the employee data submitted by the Contractor to verify compliance with this Living Wage provision. The City retains the right to review employee records required in Paragraph C above to verify compliance with this provision. 2.9 NON -SOLICITATION: A. During the term of the Contract, and for a period of six (6) months following termination of the Contract, the Contractor, its affiliate, or its agent shall not hire, employ, or solicit for employment or consulting services, a City employee employed in a technical job classification in a City Department that engages or uses the services of a Contractor employee. Terms & Conditions 23 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS B. If a breach of Paragraph A occurs the Contractor shall pay liquidated damages to the City in an amount equal to the greater of. (i) one (1) year of the employee's annual compensation; or (ii) ten percent (10%) of the employee's annual compensation while employed by the City. The Contractor shall reimburse the City for any fees and expenses incurred in the enforcement of this provision. C. During the term of the Contract, and for a period of six (6) months following termination of the Contract, a Department that engages the services of the Contractor or uses the services of a Contractor employee will not hire a Contractor employee while the employee is performing work under a Contract with the City unless the City first obtains the Contractor's approval. D. Notwithstanding the foregoing, this provision shall be waived in the event an employee initiates an unsolicited action based on public advertisements in newspapers, trade publications, or electronic job boards. 2.10 WORKFORCE SECURITY CLEARANCE AND IDENTIFICATION (ID): A. Contractors are required to obtain a certified criminal background report with fingerprinting (referred to as the "report.") for all persons performing on the Contract, including all Contractor, Subcontractor, and Supplier personnel (for convenience referred to as "Contractor's personnel"). B. The report may be obtained by reporting to one of the below governmental entities, submitting to fingerprinting and requesting the report [requestors may anticipate a two -week delay for State reports and up to a four- to six -week delay for receipt of a Federal report.]. Texas Department of Public Safety for any person currently residing in the State of Texas and having a valid Texas driver's license or photo ID card; ii. The appropriate governmental agency from either the U.S. state or foreign nation in which the person resides and holds either a valid U.S. state -issued or foreign national driver's license or photo ID card; or iii. A Federal Agency. A current Federal security clearance obtained from and certified by a Federal agency may be substituted. C. Contractor shall obtain the reports at least 30 days prior to any onsite work commencement. Contractor also shall attach to each report the project name, Contractor's personnel name(s), current address(es), and a copy of the U.S. state -issued or foreign nationall driver's license or photo ID card. D. Contractor hall provide the City a Certified Criminal Background Report affirming that Contractor has conducted required security screening of Contractor's personnel to determine those appropriate for execution of the work and for presence on the City's property. A list of all Contractor Personnel requiring access to the City's site shall be attached to the affidavit. E. Upon receipt by the City of Contractor's affidavit described in (D) above and the list of the Contractor's personnel, the City will provide each of Contractor's personnel a City -issued Contractor ID badge that is required for access to City property that shall be worn at all times by Contractor's personnel while on the work site. Failure to wear or produce the 1D badge may be cause for removal of an individual from the work site, without regard to Contractor's schedule. Lost ID badges shall be reported to the City's Contract Manager. Contractor shall reimburse the Cityfor all costs incurred in providing additional ID badges to Contractor Personnel. Terms & Conditions 24 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN TERMS AND CONDITIONS F. The City reserves the right to deny an ID badge to any Contractor personnel for reasonable cause, including failure of a Criminal History background check. The City will notify the Contractor of any such denial no more than 20 days after receipt of the Contractor's reports. Where denial of access by a particular person may cause the Contractor to be unable to perform any portion of the work under the Contract, the Contractor shall so notify the City's Contract Manager, in writing, within 1.0 calendar days of the receipt of notification of denial. G. I❑ badges to enter and/or work on the City property may be revoked by the City at any time. ID badges must be returned to the City at the time of project completion and acceptance or upon removal of an individual from the work site. H. Contractor is not required to obtain reports for delivery personnel, including but not limited to FedFx, UPS, Roadway, or other materials delivery persons, however all delivery personnel must present company/employer-issued photo ID and be accompanied by at least one of Contractor's personnel at all times while at the work site. 1. Contractor shall retain the reports and make them available for audit by the City during regular business hours Terms & Conditions 25 Rev. 08-03-2020 IFB 5700 DCM 1024 REBID 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No, Offer and Certifications ���4 a, - -.•'' DGM 1�24 REBID i SUBMITTAL CONTENTS OFFERCERTIFICATION .... ............ ........................ ........................ ....,............................................................................ I .......... 1 NON-DISCRIMINATION AND NON -RETALIATION CERTIFICATION........................................................................................2 SUSPENSION AND DEBARMENT CERTIFICATION. ... _ ............................................................................................................. 4 NON -COLLUSION AND NON -CONFLICT OF INTEREST CERTIFICATION............................................................................1-1 .5 ANTI -LOBBYING CERTIFICATION..........................................................................................................................................1.7 NONRESIDENT BIDDER AND MANUFACTURING CERTIFICATION...............................................................I.........................8 LOCAL PRESENCE CERTIFICATION - OPTIONAL......................................................................................................I..............9 SUBCONTRACTING UTILIZATION FORM_................................................................................................................I...........10 SUBCONTRACTING UTILIZATION PLAN................................................................................................................................12 (062420) Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF !FB 5700 AUSTIN Offer and Certifications ❑CM 1024 REBI❑ 1 NON-DISCRIMINATION AND NON -RETALIATION CERTIFICATION Instruction. Offerors shall read and acknowledge this certification by checking the box below. Offerors that d❑ not check the box below indicating their compliance with this certificatian shall be determined nonresponsive. ® OFFEROR HEREBY CERTIFIES (Check) Offeror has read the following and will comply with Austin City Code, Sec. 5-4-2. 1. Not to engage in any discriminatory employment practice defined in this chapter; 2. To take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without discrimination being practiced against them as defined in this chapter, including affirmative action relative to employment, promotlon, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation, and selection for training or any other terms, conditions or privileges of employment; 3. To post inconspicuous places, available to employees and applicants for employment, notices to be provided by the Equal Employment/Fair Housing Office setting forth the provisions of this chapter. 4. To state in a I I solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified applicants will receive consideration for employment without regard to race, creed, color, religion, national origin, sexual orientation, gender identity, disability, sex or age. 5. To ❑btain a written statement from any labor union ❑r labor organization furnishing labor or service to Contractors in which said union ❑r organization has agreed not to engage in any discriminatory employment practices as defined in this chapter and to take affirmative action to implement policies and provisions of this chapter. 6. To cooperate fully with City and the Equal Employment/Fair Housing Office in connection with any investigation or conciliation effort of the Equal Employment/Fair Housing Office to ensure that the purpose of the provisions against discriminatory employment practices are being carried out. 7. To require of all subcontractors having 15 or more employees who hold.ary subcontract providing for the expenditure of $2,000 or more in connection with any contract. with the City subject to the terms of this chapter that they d❑ not engage in any discriminatory employment practice as defined in this chapter. For the purposes of this Offer and any resulting Contract, Contractor adopts the provisions of the City's Minimum Non -Discrimination and Non -Retaliation Policy set forth below. (062420) 1 Page 2 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF solicitation No. IPB 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 MINIMUM NON-DISCRIMINATION AND NON -RETALIATION POLICY 1. As an Equal Employment Opportunity (EEO) employer, the Contractor will conduct its personnel activities in accordance with established federal, state and local EEO laws and regulations. The Contractor will not discriminate against any applicant or employee based on race, creed, color, national origin, sex, age, religion, veteran status, gender identity, disability, or sexual orientation. This policy covers all aspects of employment, including hiring, placement, upgrading, transfer, demotion, recruitment, recruitment advertising, selection for training and apprenticeship, rates of pay or other forms of compensation, and layoff or termination. 2. The Contractor agrees to prohibit retaliation, discharge or otherwise discrimination against any employee or applicant for employment who has inquired about, discussed or disclosed their compensation. 3. Further, employees who experience discrimination, sexual harassment, or another form of harassment should immediately report it to their supervisor. If this is not a suitable avenue for addressing their compliant, employees are advised to contact another member of management or their human resources representative. No employee shall be discriminated against, harassed, intimidated, nor suffer any reprisal as a result of reporting a violation of this policy. Furthermore, any employee, supervisor, or manager who becomes aware of any such discrimination or harassment should immediately report it to executive management or the human resources office to ensure that such conduct does not continue. 4. Contractor agrees that to the extent of any inconsistency, omission, or conflict with its current non-discrimination and nonretaliation employment policy, the Contractor has expressly adopted the provisions of the City's Minimum Non - Discrimination Policy contained in Section 5-4-2 of the City Code and set forth above, as the Contractor's Non -Discrimination Policy or as an amendment to such Policy and such provisions are intended to not only supplement the Contractor's policy, but will also supersede the Contractor's policy to the extent of any conflict. 5. UPON CONTRACT AWARD, TI-IE CONTRACTOR SHALL PROVIDE THE CITY A COPY OF THE CONTRACTOR'S NONDISCRIMINATION AND NON - RETALIATION POLICIES ON COMPANY LErrERI-IEAD, WHICH CONFORMS IN FORM, SCOPE, AND CONTENT TO THE CITY'S MINIMUM NON-DISCRIMINATION AND NON - RETALIATION POLICIES, AS SET FORTH HEREIN, OR THIS NON-DISCRIMINATION AND NON -RETALIATION POLICY, WHICH HAS BEEN ADOPTED BY THE CONTRACTOR FOR ALL PURPOSES WILL BE CONSIDERED THE CONTRACTOR'S NON-DISCRIMINATION AND NON -RETALIATION POLICY WITHOUT THE REQUIREMENT OF A SEPARATE; SUBMITTAL. 6. Contractor agrees that non-compliance with Chapter 5- 4 and the City's Non -Retaliation Policy may result in sanctions, including termination of the contract and suspension or debarment from participation in future City contracts until deemed compliant with the requirements of Chapter 5-4 and the Non -Retaliation Policy. 7. The Contractor agrees that this Non -Discrimination and Non -Retaliation Certificate of the Contractor's separate conforming policy, which the Contractor has executed and filed with the City, will remain in force and effect for one year from the date of filling. The Contractor further agrees that, in consideration of the receipt of continued Contract payment, the Contractor's Non -Discrimination and Non - Retaliation Policy will automatically renew from year-to-year for the term of the underlying Contract. (062420) 1 Page 3 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF IFB 5700 AUSTIN I Offer and Certifications DCM 1024 REBID 1 Instruction. ❑fferors shall read and acknowledge this certification by checking the box below. Offerors that d❑ not check the box below indicating their compliance with this certification shall be determined nonresponsive. ® OFFEROR HEREBY CERTIFIES (Check) Offeror has NOT been debarred from contracting with the City of Austin, any other local governments or states, or the US federal government. Suspended or Debarred Offerors. The City finds that offerors, including any subcontractors that may be included in the Offer, that are suspended ❑r debarred from contracting with the US federal government, any state or local government, as of the submission date of their offer, are not sufficiently responsible to contract with the City. The City may reject and set aside any offer, or terminate for cause any contract resulting from, an offer, in which the offeror falsely certified they were not suspended or debarred when in fact they were. (062420) 1 Page 4 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF IFB 5700 AUSTIN Offer and Certifications QCM 1024 REBID 1 Instruction. Offerors shall read and acknowledge this certification by checking the box below. Offerors that d❑ not check the box below indicating their compliance with this certification shall be determined nonresponsive. ® OFFEROR HEREBY CERTIFIES (Check) Offeror has NOT engaged in collusion and is not aware of any conflicts of interests as described below. Offeror. The term "Offeror", as used in this document, includes the individual or business entity submitting the Offer. For the purpose of this Affidavit, an Offeror includes the directors, officers, partners, managers, members, principals, owners, agents, representatives, employees, other parties in interest of the Offeror, and any person or any entity acting for or on behalf of the Offeror, including a subcontractor in connection with this Offer. Anti -Collusion Statement. Offeror has not in any way directly or indirectly: a. colluded, conspired, or agreed with any other person, firm, corporation, Offeror or potential Offeror to the amount of this Offer or the terms or conditions of this Offer. b. paid a agreed to pay any other person, firm, corporation Offeror or potential Offeror any money or anything of value in return for assistance in procuring or attempting to procure a contract or in return for establishing the prices in the attached Offer or the Offer of any other Offeror. Preparation of Solicitation and Contract Documents. Offeror has not received any compensation or a promise of compensation for participating in the preparation or development of the underlying Solicitation or Contract documents. In addition, the Offeror has not otherwise participated in the preparation or development of the underlying Solicitation or Contract documents, except to the extent of any comments or questions and responses in the solicitation process, which are available to all Offerors, s❑ as to have an unfair advantage over other Offerors, provided that the Offeror may have provided relevant product or process information to a consultant in the normal course of its business. Participation in Decision Making Process. Offerer has not participated in the evaluation of Offers orother decision making process for this Solicitation, and, if Offeror is awarded a Contract no individual, agent, representative, consultant, subcontractor, or sub -consultant associated with Offeror, who may have been involved in the evaluation or other decision making process for this Solicitation, will have any direct or indirect financial interest in the Contract, provided that the Offerar may have provided relevant product or process information to a consultant in the normal course of its business. Present Knowledge. Offeror is not presently aware of any potential or actual conflicts of interest regarding this Solicitation, which either enabled Offeror to obtain an advantage over other Offerors or would prevent Offerer from advancing the best interests of the City in the course of the performance of the Contract. City Code. As provided in Sections 2-7-61 through 2-7-65 of the City Code, no individual with a substantial interest in Offeror is a City official or employee or is related to any City official or employee within the first or second degree of consanguinity or affinity. (062420) 1 Page 5 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF IFB 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 Chapter 176 Conflict of Interest Disclosure. In accordance with Chapter 176 of the Texas Local Government Code, the Offeror: a. does not have an employment or other business relationship with any local government officer of the City or a family member of that officer that results in the officer or family member receiving taxable income; Section 0810, Non -Collusion, 1 Revised 12/22/15 Non -Conflict of Interest, and Anti -Lobbying Certification; b. has not given a local government officer of the City one or more gifts, other than gifts of food, lodging, transportation, or entertainment accepted as a guest, that have an aggregate value of more than $100 in the twelve month period preceding the date the officer becomes aware of the execution of the Contract or that City is considering doing business with the Offeror; and c. does not have a family relationship with a local government officer of the City in the third degree of consanguinity or the second degree of affinity. (062420) 1 Page 6 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF 1Fe 5700 AUSTIN Offer and Certifications QCM 1024 REBID 1 ANTI -LOBBYING CERTIFICATION Instruction. Offerors shall read and acknowledge this certification by checking the box below. offerors that do not check the box below indicating their compliance with this certification shall be determined nonresponsive. ® OFFEROR HEREBY CERTIFIES (Check) offeror has and will continue to comply with the City's Anti -Lobbying Ordinance, Chapter 2-7, Article 6. Applicability. This Solicitation is subject to City Code, Ch. 2-7, Article 6, Anti -Lobbying and Procurement. No Lobbying Period. The No -Lobbying Period begins on the data this Solicitation was initially published and continues through the earlier of (i) 60-days following Council authorization of any contracts resulting from this Solicitation, (ii) the date the last resulting contract is signed, (iii) the date this Solicitation is cancelled. Prohibited Communications. During the No Lobbying Period, Respondents to this Solicitation or their Agents, shall not make prohibited communications to City officials or City employees. Ordinance. littDs://www.austintexas.eov/financeonline/afo content.cfm?s=15&n-145 Rules. https://www.austiiitexas.Lyov/financeonline/afo content.cfm?s=16&a=77 (062420) 1 Page 7 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF IFB 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 NONRESIDENT BIDDER AND MANUFACTURING CERTIFICATION Instruction. Offerors shall read and checking the applicable boxes in response to both certifications below. ❑ YES ® N❑ OFFEROR HEREBY CERTIFIES (Check One) Offeror IS (YES) or 15 NOT (NO) a Nonresident Bidder in accordance with Texas Government Code Ch. 2252.002. if "Yes" is checked, provide the name of the state where Nonresident Bidder's Principle Place of Business is located. Click or tap here to enter text-1 (State) ® YES ❑ N❑ OFFEROR HEREBY CERTIFIES (Check One) Offer INCLUDES (YES) or DOES NOT INCLUDE (NO) Equipment, Supplies and/or Materials in accordance with Texas Government Code Ch. 2252.002 If "YES" is checked, provide the name of the State where majority of the Equipment, Supplies and/or Materials were manufactured Texas (State) Reciprocal Preference. In accordance with Texas Government Code Ch. 2252.002 (see below), the City must apply a reciprocal preference to a Nonresident Bidder's offer, consistent with the applicable preference granted by the state of the Nonresident Bidder's principal place of business. The City will also apply a reciprocal preference to a Resident Bidder or Nonresident Bidder's offer, consistent with the applicable preference granted by the state where the majority of the equipment, supplies and/or materials were manufactured. Resident bidder. An Offeror whose principal place of business is in Texas, including a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. Nonresident Bidder. An Offeror that is not a Resident Bidder. Statute: https://statutes.capitol.texas.gov/Docs/GV/htni/GV.2252.htm (062420) 1 Rage 8 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF Solicitation No. IFB 5700 AUSTIN Offer and Certifications QCM 1024 REBID 1 Instruction. Offerors wishing to claim Local Presence shall read and acknowledge this certification by checking the applicable box and providing the physical address below. OFFEROR HEREBY CERTIFIES Offeror's HEADQUARTERS or a BRANCH OFFICE is within the Austin Corporate City Limits. ® HEADQUARTERS 6549 Fair Valley Trail, Austin, Texas 78749 ❑ BRANCH OFFICE (Physical Address of Offeror's Headquarters or Branch Office) {Chet!( One) Do you employ anyone at the location checked above who is a resident of the City of Austin? ® Yes ❑ No (Check One) Benefit to the City. In accordance with Resolution, 20140807-113, Council has determined that contracts awarded to local companies that provide employment to Austin residents is an economic benefit. Local Presence. Offerors may claim Local Presence if at least one (1) of the following are located within the Austin Corporate City Limits, employing residents of Austin. 1. Headquarters; or 2. Branch office. Austin Corporate City Limits. She City of Austin's Full Purpose Jurisdiction, not including the City's Extraterritorial Jurisdiction. Headquarters. The Offeror's administrative center where most of the company's important functions and full responsibility for managing and coordinating the business activities of the firm are located. Branch Office. A company office other than the Offeror's headquarters, that has been in place for at least five (5) ye a rs. (062420) 1 Page 9 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 CITY OF AUSTIN Offer and Certifications Solicitation No. IFB 5700 DCM 1024 REBID 1 In accordance with the City of Austin's Minority and Women -Owned Business Enterprises (M/WBE) Procurement Program (Program), Chapters 2-9A/B/C/D of the City Code and M/WBE Program Rules, this Solicitation was reviewed by the Small and Minority Business Resources Department (SMBR) to determine if M/WBE Subcontractor/Sub-Consultant ("Subcontractor") Goals could be applied. Due to insufficient subcontracting/subconsultant opportunities and/or insufficient availability of M/WBE certified firms, SMBR has assigned no subcontracting goals for this Solicitation. However, Offerors who choose to use Subcontractors must comply with the City's M/WBE Procurement Program as described below. Additionally, if the Contractor seeks to add Subcontractors after the Contract is awarded, the Program requirements shall apply to any Contract(s) resulting from this Solicitation. Instructions: a.) Offerors who do not intend to use Subcontractors shall check the "NO" box and follow the corresponding instructions. b.)Offerors who intend to use Subcontractors shall check the applicable "YES" box and follow the instructions. Offers that do not include the following required documents shall be deemed non -compliant or nonresponsive as applicable, and the Offeror's submission may not be considered for award. NO, I DO NOT intend to use Subcontractors/Sub-consultants. instructions: Offerors that do not intend to use Subcontractors shall complete and sign this form below (Subcontracting/Sub-Consulting ("Subcontractor") Utilization Form) and include it with their sealed Offer. YES, I DO intend to use Subcontractors /Sub -consultants. Instructions: Offerors that do intend to use Subcontractors shall complete and sign this form below (Subcontracting/Sub-Consulting ("Subcontractor") Utilization Form), and follow the additional Instructions in the (Subcontracting/Sub-Consulting ("Subcontractor") Utilization Plan). Contact SMBR if there are any questions about submitting these forms. Company Name City Vendor ID Code Physical Address City, State Zip Phone Number Email Address Is the Offeror b NO City of Austin M/WBE i certified? YES Indicate one .� MBE J94BE ;Oj MBE/WBE Joint Venture Offeror Certification: i understand that even though SMBR did not assign subcontract goals to this Solicitation, I will comply with the City's M/WBE Procurement Program if I intend to include Subcontractors in my Offer. I further agree that this completed Subcontracting/Sub-Consulting Utilization Form, and if applicable my completed Subcontracting/Sub-Consulting Utilization Plan, shall become a part of any Contract I may be awarded as the result of this Solicitation. Further, if I am awarded a Contract and I am not using Subcontractor(s) but later intend to add Subcontractor(s), before the Subcontractor(s) is hired or begins work, i will complywith the City's M/WBE Procurement Program and submit the Request For Change form to add any Subcontractor(s) to the Project Manager or the Contract Manager for prior authorization by the City and perform Good Faith Efforts (GFE), if applicable. I understand that, if a (062420) Page 10 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Solicitation No. CITY OF IFB 5700 AUSTIN Offer and Certifications DCM 1024 REBID 1 Subcontractor is not listed in my Subcontracting/Sub-Consulting Utilization Plan, it is a violation of the City's M/WBE Procurement Program for me to hire the Subcontractor or allow the Subcontractor to begin work, unless I first obtain City approval of my Request for Change form. I understand that, if a Subcontractor is not listed in my Subcontracting/Sub-Consulting Utilization Plan, it is a violation of the City's M/WBE Procurement Program for me to hire the Subcontractor or allow the Subcontractor to begin work, unless I first obtain City approval of my Request for Change form. •(?lt/L' LS _ 400"�t/ Name and Title of Authorized Representative (Print or Type) Signature/Date (062420) 1 Page 11 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Amendment No. 1 to Contract No. MA 5700 PA210000029 for Depositions, Admin Hearings Civil -Service Proceedings Between VERITEXT LLC and The City of Austin, Texas 1.0 The City hereby exercises this extension option far the subject contract. This extension ❑ption will be effective January 8, 2024 to January 7, 2025. 2.0 By signing this Amendment, the Contractor certifies that the Contractor and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Austin. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. BY THE SIGNATURE affixed below, this Amendment is hereby incorporated and made a part of the above referenced contract. Chris Hornsby ligitaIly signed by Chris Hornsby date: 2,23.1121 09:25:56-06'00' Chris Hornsby, Procurement Specialist II City of Austin Page 1 of 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Amendment No. 2 to Contract No. PA210000029 for Depositions, Admin Hearings Civil -Service Proceedings between Veritext Llc d/b/a Veritext Or Veritext Texas and the City of Austin, Texas 1.0 The City hereby exercises this extension option for the subject contract. This extension option will be effective January 8, 2025, to January 7, 2026. 2.0 By signing this Amendment, the City certifies that the Contractor and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Austin. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. BY THE SIGNATURE affixed below, this Amendment is hereby incorporated and made a part of the above referenced contract. Digitally signed by MATT r REYNOLDS rl� icrfr� 1" Date: 2024.12.0510:40:43 I-06'00' Matt Reynolds, Procurement Specialist II City of Austin Page 1 of 1 Exhibit B — Contract between City of Austin and Veritext LLC identified as Contract No. MA 5700 PA210000029 Amendment No. 3 to Contract No. MA 5700 PA210000029 for Depositions, Admin Hearings Civil -Service Proceedings between Veritext Llc d/b/a Veritext Or Veritext Texas and the City of Austin, Texas 1.0 The City hereby exercises a Administrative Increase for the above referenced contract in the amount of $14,000. 2.0 By signing this Amendment, the Contractor certifies that the Contractor and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Austin. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. BY THE SIGNATURES affixed below, this Amendment is hereby incorporated and made a part of the above referenced contract. Signature & Date: Signature & Date: _ ��//j� � REYN Digitally signed by MATT G/yLd�lQ 6/17/2025 q •��,t !r%" Date:D202Ds.06.17 093638-05'00' Printed Name: Greg Simons Authorized Representative Veritext Llc d/b/a Veritext Or Veritext Texas 300 Throckmorton Suite 1600 Fort Worth, TX 76102 US Matt Reynolds, Procurement Specialist II City of Austin Page 1 of 1 Exhibit C — Vendor's Pricing PRICE SUBMITTAL COURT REPORTER SERVICES October 7, 2020 SOLICITATION NO.: IFB 5700 DCM1024 REBID 1 BUYER: Diana McIntosh Special Instructions: Offerors must use this Pricing Submittal to submit pricing. Be advised that altering the Pricing Submittal or taking exceptions to any portion of the solicitation will jeopardize acceptance of your Offer. There are no minimum quantities available or associated with this Invitation for Bid. Court Reporting Services are on an as -needed -basis and payment will be based upon actual services provided. This scope of work establishes the minimum requirements for these services. The Contractor shall provide products and services as described herein. Unit Prices offered on this Pricing Submittal shall be all inclusive of fees not expressly allowed in the scope of work (i.e. Include per diem, binding, delivery charge, postage, e-transcript, initial fee, and administrative fees to unit price). The Offeror shall not charge separately for administrative fees (unless annotated in the Price Submittal), to deliver services or items to the Austin, Texas area. The Offeror shall provide all supplies, equipment, labor, materials, transportation, tools, and shipping necessary to perform the services required under this contract. It is the City's intent to award a primary contract and secondary contract for the court reporting services. Award of the Primary Contractor will be awarded to the contractor who submits the lowest responsive bid per Category 1. Award of the Secondary Contractor will be awarded to the contractor who submits the next lowest responsive bid per Category 1. r x 191 Li Welevi n rf:� 1•]:ir 1. [elm �:�vi [•� 1. Offers MUST Submit a Price for ALL items in Category 1; 2. Pricing for this Category WILL be used to determine award. 3. A bid of "0" (zero) will be interpreted by the City as a no -charge (free) item and the City will not expect to pay for that item; 4. A "no bid" or no response will be considered as non -responsive and will result in a non -responsive bid. 5. The City has an approximate $62,000 annual budget for these services. However, annual estimates are not available, so the below estimated quantities are set at one each. The City reserves the right to purchase more or less. Item No Labor Unit of Measure I Quantity I Unit Price I Extended Price In Person - Transcription Services for Arbitration Hearings 1.0 Cost for taking and preparing transcript (provide digital version with Per Page 1 $ 7.45 $ 7.45 Certificate of Authenticity, and 1 copy of transcript in preferred format to Arbitrator/Hearing Examiner). Remote - Transcription Services for Arbitration Hearings 1.1 Cost for taking and preparing transcript (provide digital version with Per Page 1 $ 7.45 $ 7.45 Certificate of Authenticity, and 1 copy of transcript in preferred format to Arbitrator/Hearing Examiner). In Person - Transcription Services for Depositions 1.2 Costs for preparing original with 1 certified transcript and word index, Per Page 1 $ 5.35 $ 5.35 including full and condensed electronic transcript. Remote - Transcription Services for Depositions 1.3 Costs for preparing original with 1 certified transcript and word index, Per Page 1 $ 5.35 $ 5.35 including full and condensed electronic transcript. 1.4 Exhibits - Scanned/Searchable/OCR Per Page 1 $ 0.45 $ 0.45 1.5 Transcription of Audio/Video Recording Per Page 1 $ 6.00 $ 6.00 In Person - Videoaraoher 1.6 Includes travel time, set-up, edit and download the video onto a unit Per Hour 1 $ 125.00 $ 125.00 of storage and recording the first hour of the deposition/hearing. Section 0600 - Bid Sheet Page 1 Exhibit C - Vendor's Pricing Remote - Videoaraaher 1.7 Includes travel time, set-up, edit and download the video onto a unit Per Hour 1 $ 125.00 $ of storage and recording the first hour of the deposition/hearing. 1.8 Synchronizing Transcripts Per Page 1 $ 2.50 $ 1.9 Additional Certified Transcript Copies Per Page 1 $ 3.40 $ 1.10 Appearance / Attendance Fee Per Hour 1 $ 50.00 $ 1.11 Cancellation charge if less than 2 hour notice is given by City Rate 1 $ 395.00 $ 1.12 Certificate of Non-appearance Rate 1 $ 395.00 $ SUBTOTAL FOR COURT REPORTING SERVICES = $ CATEGORY 1 - RUSH SERVICES 1.13 Prepare and deliver transcript within 1 business day Per Page 1 $ 5.35 $ 1.14 Prepare and deliver transcript within 2 business days Per Page 1 $ 4.81 $ 1.15 Prepare and deliver transcript within 3 business days Per Page 1 $ 4.28 $ SUBTOTAL FOR RUSH SERVICES = $ TOTAL FOR CATEGORY 1 = $ CATEGORY 2 - OPTIONAL COURT REPORTING SERVICES **** ' FOR INFORMATIONAL PURPOSES ONLY******* 1. Pricing for this Category will not be used to determine award. 2. The Legal Department reserves the right to request the following additional Court Reporting Services throughout the term of the Contract; 3. The Vendor may choose to submit a price for all the items or only specific items in Category 2. Item No Labor 2.0 Realtime Transcript 2.1 Appellate Rates 2.2 Arbitrations, Mediation Services - Initial Filing Fee 2.3 Portable W IFI/4G Hot Spot - Half Day 2.4 Portable W IFI/4G Hot Spot - Full Day 2.5 Remote Participation 2.6 Remote Live Streaming 2.7 Exhibits - Over Size Exhibit Copies 2.8 Exhibits - Color Copies 2.9 Exhibits - Black and White Copies 2.10 Exhibits - Scanned Copies 2.11 Remote Exhibit Share 2.12 Tabs 2.13 Weekend Holiday Rates 2.14 Wait Time (from scheduled start time) 2.15 Condensed Transcript Back-up Media Fee - (Secured, cloud -based server, floppy, CD- 2.16 ROM, DVD, Flash Drive, Memory Card, other Form of Electronic Media) Unit of Measure Quantity Unit Price Per Page 1 $ 1.95 $ Per Appeal 1 $ - $ Filing Fee 1 $ - $ Half Day 1 $ 225.00 $ Full Day 1 $ 125.00 $ Unlimited 1 $ 295.00 $ Participants Per Log In 1 $ - $ Per Page 1 $ - $ Per Page 1 $ 295.00 $ Per Page 1 $ - $ Per Page 1 $ 100.00 $ Rate 1 $ 75.00 $ Per Page 1 $ - $ Per Hour 1 $ 40.00 $ Per Hour 1 $ - $ Per Page 1 $ - $ Each 1 $ $ TOTAL FOR CATEGORY 2 = $ 125.00 2.50 3.40 50.00 395.00 395.00 1.127.95 5.35 4.81 4.28 14.44 1,142.39 Extended Price 1.95 225.00 125.00 295.00 295.00 100.00 75.00 40.00 1,156.95 Section 0600 - Bid Sheet Page 2 Exhibit C — Vendor's Pricing CATEGORY 3 - NON -SPECIFIED SERVICES ******** FOR INFORMATIONAL PURPOSES ONLY******* 1. Pricing for this Category will not be used to determine award. 2. In the event these additional services are requested and the contractor agrees to provide the services, the contractor must present to the Legal Department an associated costs for approval prior to the proceeding. 4. Please list any additional related services your Company can offer the City along with an associated labor rate, discount off retail price or mark-up to costs for the listed services. 5. Information in this Category will not be evaluated, and the City does not guarantee the purchase of any of these additional services. 6. Revisions to the prices may only be adjusted using the Published Price Lists provision in the Terms and Conditions. Item No. I Item Description I Unit of Measure Unit Price 3.1 Concierge Technical Support Hour $ 150.00 3.2 Court Filing Fees Deposition $ 25.00 3.3 Admin Fee Deposition $ 50.00 3.4 Med/Tech/ExpertNideo reporter surchage Page $ 0.60 DELIVERY REQUIREMENTS Delivery is required within 10 business days for items above. Except Rush Services. Vendor can meet delivery requirements: YES_X_ NO (Explain below why vendor is unable to meet delivery requirements) Reason for not being able to meet delivery requirements: COMPANY NAME: Veritext Legal Solutions EMAIL ADDRESS: kdurkee@veritext.com Section 0600 - Bid Sheet Page 3 Exhibit D — Conflict of Interest Ouestionnaire CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F7Yes F1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J EJ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Exhibit D — Conflict of Interest Ouestionnaire CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001 (1 -a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code & 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021