Loading...
HomeMy WebLinkAboutContract 63950CSC No. 63950 FORTWORTH. III`* VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and THE QUIPU GROUP, LLC ("Vendor"), a California limited liability corporation, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Vendor shall provide a Patron Incident Tracking System (PITS) that allows City library staff to log and track library incidents and offending patrons ("Services"), which are set forth in more detail in Exhibit "A"— Scope of Services, attached hereto and incorporated herein for all purposes. 2. Term. The term of this Agreement is for one (1) year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement. City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. 3.1 Total compensation under this Agreement will not exceed nine -thousand five hundred dollars and zero cents ($9,500.00). 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B"— Payment Schedule, which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which OFFICIAL RECORD CITY SECRETARY Vendor Services Agreement FT. WORTH, TX rage 1 of 20 appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all records held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate Vendor Services Agreement Page 2 of 20 as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY WILL NOT APPLYIF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE Vendor Services Agreement Page 3 of 20 EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HA VE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RES TRICTED, VENDOR WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALL Y SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: Vendor Services Agreement Page 4 of 20 $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. Vendor Services Agreement Page 5 of 20 (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS IWZ130VIMIly,[oW.111uA 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth The Quipu Group LLC Attn: Assistant City Manager Danny Vivier, Secretary 100 Fort Worth Trail 3574 Durham Circle Fort Worth, TX 76102 Oceanside, CA 92056 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Vendor Services Agreement Page 6 of 20 Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, Exhibit A, and Exhibit B. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A and B, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the Vendor Services Agreement Page 7 of 20 matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration and Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Comvanv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such Vendor Services Agreement Page 8 of 20 as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" 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. 31. Prohibition on Bovcotting Enerav Companies. 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. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that 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. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) (remainder of this page intentionally left blank) Vendor Services Agreement Page 9 of 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: 'Dalra Ewghkllf By: Dana Baehdoff (Sep 15;'102510:36:19 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: 09/15/2025 VENDOR: The Quipu Group, LLC: y: Dannv Vivier (Sep 1 2510:22:22 PDT) Name: Danny Vivier Title: Secretary hel0na,auinu2roun. com Date: 09/12/2025 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: ,�L By: Midori Clark (Sep 12, 2025 16:43:35 CDT) Name: Midori Clark Title: Library Director 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. �g4U4pn� pA FoaTnaa 7Joar� Attest: 1 1 o� as By: oA� ' Name: Jessica Dean Ov8 ° 4 as o Title: Administrative Services Manager b .�S�.,zs °au �zv.5a4p bnnuoa� By: Name: Jannette Goodall Approved as to Form and Legality: Title: City Secretary Contract Authorization: M&C: N/A Date M&C Approved: N/A Form 1295: N/A By: Name: Taylor Paris Title: Senior Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 20 EXHIBIT A SCOPE OF SERVICES Consistent with the City's RFQt Ref. # 25-0183, and the information provided below, Vendor agrees to provide the City with a web -based incident tracking system. Vendor will provide a description of requested product testing and/or in -person inspection, and a description of standards to be met. Vendor shall: 2.1 Provide setup, configuration, and onboarding support within 60 days of contract execution, including training materials and/or live training for approximately 275 designated users. The Setup Fee covers the resources for training and assistance which Quipu provides during implementation. With Quipu assistance, the client will be responsible for the configuration work done within the PITS Administrative interface following the initial setup which is completed by Quipu. Client implementation participants should ideally include identified PITS Administrator(s), as well as other library staff as appropriate. The implementation consists of three phases and can be realized within six to eight (6-8) weeks of the contract's execution, depending upon the currency of your policies, homework completion on your end, and your team's scheduling availability. All meetings held via Quipu's Zoom account. Phase 1 • 60-minute Kickoff meeting: review timeline, questionnaire, Locations/Users spreadsheet • Client completes Questionnaire and Locations/Users spreadsheet • Quipu finalizes Locations/Users spreadsheet • Quipu creates initial setup of PITS site for client Phase 2 • 90-minute Configuration meeting: review and train on all settings • Client completes configurations • Client tests functionality • Quipu reviews configurations to catch issues and offer suggestions Phase 3 • Quipu creates a training agenda based on the client's configurations • 60-minute Train -the -Trainers meeting(s): provide an overview and its major components • Client can request multiple training sessions as needed • Training can also be recorded and made available for four weeks. 2.2 Respond to technical support requests within one (1) business day. Quipu provides support during normal business hours, Monday through Friday, 8:00 am to 5:00 pm Mountain Time, with a one (1) business -day Service Level Agreement (SLA) response time upon receipt of the technical support request. We provide support for customers via phone and email. Issues are initially reported to the Quipu Help Desk. The issue will be investigated and corrected at this level. 2.3 Respond to critical system outages within four (4) hours. Critical system outage is defined as the platform being completely down with no functionality in any area. Emergency support outside of normal business hours is available by phone with a four (4) hour SLA response time upon receipt of the emergency request. 2.4 Have secure data practices in place, including encrypted data storage Advanced Encryption Standard (AES)128 or stronger. And comply with privacy protocols relevant to handling personally Vendor Services Agreement Page 11 of 20 identifiable data. • Encryption at rest: data stored in our databases is encrypted using AES-256. • Encryption in transit: data transmission is secured via SSL/TLS. • Implement PII encryption is at the database level. • Employ industry -standard technology such as firewalls, SSL encrypted connections where applicable, and data encryption to safeguard Personal Identifiable Information (PII). 2.5 Provide a secure, hosted, web -based platform accessible from all Fort Worth Public Library locations with role -based login credentials. As a web -based hosted service, PITS access can, by request, be restricted by IP address, meaning that the service can only be accessed within the confines of any Forth Worth Public Library location. IP addresses would be identified by the client. Access via VPN remains viable. PITS provides for an unlimited number of user accounts that can be assigned at an individual level and as shared logins. Quipu is pleased to announce that 2FA is projected for release in Q4 2025: • PITS Admins can enforce or exempt 2FA for users: individually, in bulk, or globally. • Users can log in using a One -Time Password sent via chosen method (SMS or email). PITS provides six levels of user groups to facilitate the designation of granular permissions as desired by the client. These levels include: View Only, Staff, Supervisor, Manager, Administrator, and Ultimate Decider. All user group designations and permission assignments are managed solely by the client's Administrator(s) and require no vendor intervention. • The Incident Report permissions have three levels of possible access: o My IRs: users in the group have permission to perform that action on Incident Reports they have entered themselves. o My Staff IRs: users in the group can perform that action on Incident Reports that were entered by anyone who reports to them. o Any IR: users in the group can perform that action on any Incident Report, regardless of who entered the Incident Report. • Other levels of user group permissions include: o Person permissions o Reports permissions o Restricted data permissions o Administrator permissions • Features for Supervisors and Managers can include, but is not limited to: o Review and merge incident reports o Delete incident reports o Review and merge perpetrators o Edit time, date, and location of an incident report o Delete inappropriate incident report comments o Send non -Incident Report -centric notifications to all (or some) PITS users 2.6 Provide a user-friendly dashboard to aid staff, supervisors, and administrators manage incidents, view suspensions, and track user activity. The Dashboard is your starting point for most tasks and is divided into three panels: Menu of Quick Links, Content Display Area, and Search Form. The parenthetical dynamic number indicates the number of records within the PITS database that are currently associated with that menu label. Some numbers are driven by Global Settings. To navigate the various quick links on the Dashboard, click a menu label to display within the Content Display Area. The menu label highlighted in dark red represents your selection. The image noted below, for example, highlights Recent Perpetrators and thereby displays a list of brief perpetrator records of those individuals who were recently added to your PITS database. Vendor Services Agreement Page 12 of 20 Menu of Quick Links Content display Area Search Form My Inddents (LSy Mhr StaeF rJJciderws (1) Reccnt lnckrerrts (25) [yrrent 5uspenskm (3) G" Poldded lyddents ( 15) Restricted Perpetrators (d) Mr Prefe enm FOIIOTFmg,., My ACPOant fSend Emergency Message cb8d" T,vyl n. MPeapedbr g tbrary cpau, . . R—M Aalkala' Net [nd" t 0000000"* 0$'0W"12 slit pm Nov raa.....p 00000007M OWUIH12 12:15 pm Naw 1.4.M OOPPOWJ4 01ri 1/22 2P22 r2;12 pm Ncw rcao.n q 0000900," 01r11Wv 12:21pa• New tm.dsnt 0060000ns CIOV2022 ad:al om New r ft-9 DOODO 0lal 01r21j2022 ed:., VnkeOxn_2*1_4L/G2f2*22 11a polbng lbrary spa., ... Nara�S AaYM/1r rrew [nddnA 0000000Ma IXt'02/la22 15:27nn` New rak-9 DOOODDPMC 02m/ZP22 11:15 pm. 6a`ry Fronts rlaraulnp cr lnsoRlnp lanqu0ge Nasape Aathllg It- tm wW 000066 M =Oy2022 ll:la W am New roay 00*000 41 0WOWZ022 12:2a 1 H.—Ing " 1,,. i g 1Q ,m Harasaing a Insaatng Yngaege,At awe."A k[ Aa Nit tawsm 09000Pe16e p2mel wa 1ac0i p0 Find an Incident or Person carry $elect Location: Mold: 1S1 Rttor Main: 2nd ft y Mabr: Computer Lab Main: M-In"e(Pn[k 00*1 Search I Smirch Found: 4Incidents 3 People ,L Alternate Searchers Seaton by Infraction sca ch I, OD;.ri O10rc 2.7Provide a minimum one-year service term with full access to technical support, maintenance, and system updates. The Annual Subscription Fee covers hosting/access, maintenance, and on -going support. All Services provided by Quipu that are hosted by Quipu shall include a warranty while Client pays for such Services and during the term of this Agreement. Our proposed services will be hosted by Quipu; therefore, we will: • provide access to the services via SSL connections. • provide for hardware firewalls and data center security. • provide web application firewalls. Quipu makes every effort to execute backups of the Services and all information connected thereto that is stored on the server in a commercially reasonable manner. Backups are completed each night and are retained for at least seven (7) days on a separate server. 2.8 Guarantee 99.9% system uptime, and timely response to technical support requests (refer to Z2 and 2.3 above). Quipu utilizes hosting services provided by Akamai Technologies, with servers located throughout the country including Texas, New Jersey, and California. Services are available 24 hours per day, 7 days per week, with a 99% uptime. While metrics will be different for each of the servers utilized, the typical response times for our servers are: Minimum = 3lms, Maximum = 53ms, Average = 37ms. 2.9 Ensure that all incident data will be exportable in a common format and securely delivered to the City upon termination of services, with no data retention by the vendor. The data retention policies for each PITS client are determined by the client. Quipu would work with client to remove old or unwanted data. In the event that the client discontinues the PITS subscription, all data currently stored in PITS will be decrypted, exported to an agreed upon file format, and delivered to the client for local storage in compliance with local data retention policies. Quipu Group, LLC will not retain any PITS data beyond the end of the library's subscription. 3.0 SYSTEM — System shall: 3.1 Allow staff to create, edit, and manage incident reports using a standardized, customizable form that supports detailed narrative input. An Incident Report (IR) is the collection of all data associated with a specific incident. The Incident Report form is a highly customizable template which the reporter uses to document an incident. All data relative to the incident is entered within this single form. The sections include: Vendor Services Agreement Page 13 of 20 • Date/Time/Location • Infractions • Description (detailed narrative input); • People (known and unknown perpetrators, victims, and witnesses) • Support • Comments • Notifications • Followups • Attachments (images and documents) PITS performs robust logging of activities within the interface. Information, including which fields are changed or added, what user is responsible, along with date information, is logged. The history of each Incident Report is available when viewing an incident. List of Data Fields: Standard Perpetrator Name Perpetrator Minimal Contact Information Unknown Perpetrator Name Format Infraction Categories Infractions Followup Actions Date / Time/ Location Incident Description Support Comments Attachments Optional Perpetrator Library Card Number Perpetrator Date of Birth PerpetratorlLS Patron ID Perpetrator Extended Contact Information Witness Name Witness Minimal Contact Information Witness Extended Contact Information Victim Name Victim Minimal Contact Information Victim Extended Contact Information Person Descriptors (physical attributes) 3.2 Support the association of patrons with incidents as perpetrators, victims, or witnesses, including options to enter identifying descriptors for unknown individuals. The perpetrator (known and unknown) template also provides for customizable (and optional) physical descriptor dropdowns including: height, weight, race, gender, age, hair length, hair color, eye color, and skin color. A Description section also provides a unique opportunity to include eywords (e.g., distinguishing tattoos, facial hair, clothing, personal belongs). 3.3 Include a searchable database, allowing staff to search for incidents and individuals using filters such as keyword, location, date, or infraction. Once the Incident Report is saved an Incident ID is assigned, and the report is now searchable within the PITS database. Similarly, when a perpetrator, victim, and/or witness is added to the report, that person(s) is also then searchable within the PITS database. Searching PITS (via Dashboard) can be accomplished in several manners: keyword(s), name, Incident Report number, and location(s). Keyword searches are performed on all text fields stored in PITS. Using AND search functionality, searching for a perpetrator's name such as Bilbo Baggins, perhaps in conjunction with a keyword or two, will return a much smaller result set. All victims and witnesses in the PITS database appear as a subset of any perpetrator search. Alternate Searches include: • Search by Infraction searches IRS by matching infractions identified during an incident. • Search by Descriptors searches Perpetrators by matching description of the individual. PITS also provides browsing features which allow users to browse through People and Incidents and includes filters to limit the results. 3.4 Provide administrative users with the ability to manage system settings, permissions, and user groups without requiring vendor intervention. PITS provides six levels of user groups to facilitate the designation of granular permissions as desired by Vendor Services Agreement Page 14 of 20 the client. These levels include: View Only, Staff, Supervisor, Manager, Administrator, and Ultimate Decider. All user group designations and permission assignments are managed solely by the client's Administrator(s) and require no vendor intervention. Features for PITS Site Administrator(s) can include, but is not limited to: • Create & customize unlimited infraction categories and infractions • Create & customize unlimited locations (ofsite and offsite) • Create & customize unlimited followup actions (e.g., warnings, suspensions) • Create & customize perpetrator descriptors (e.g., height, weight, age, gender) • Create & customize Description section template • Create & customize Support section template • Create & manage user accounts • Assign and manage user groups • Manage permissions for user groups • Manage attachment files (image and document files) • Manage global thresholds such as "Recent" displays (e.g., Incidents, Perpetrators) 3.5 Automatically route incident notifications to designated users based on location or role, with the option to add users to incident -specific notification lists. Once the reporter has created, saved, and submitted a new Incident Report, PITS can automatically generate an email notification to, and based upon, client -designated recipients. The client may choose some or all the available types: location -based, user -based, and aliases. Based on the client's decisions, the reporter will see, in the Notifications section of the Incident Report form, who will be notified when the report has been submitted. A user can also add other users as email recipients to incident -specific notification lists. If an email recipient is identified in multiple places (e.g., location- and user -based), PITS will recognize the duplicity and only generate one email for that identified recipient. Similarly, an email notification can automatically be generated to designated recipients based on the type of action/modification made to an Incident Report. These actions are selected by the client. Updates that can trigger an automatic email notification include: Edit Infractions Edit Description Add/Edit Support Add/Edit/Remove Comment Add/Edit/Remove Perpetrator Add/Edit/Remove Followup Add/Edit/Remove Victim Add/Edit/Remove Witness Add/Edit/Remove Image Delete Incident Lock Incident Unlock incident Restrict Incident Add/Edit/Remove Document Unrestrict Incident 3.6 Support detailed reporting capabilities with export to Excel, including summary and detailed reports by location, perpetrator, infraction, and other key categories. • Most Active Locations: automatically displays o The Most Active Locations table includes all locations in which at least one new incident occurred within the past 7 days. o The locations appear in the same order as the dropdown menu located in your New Incident template. Vendor Services Agreement Page 15 of 20 • Time Period Counts Table: automatically displays Time Period Counts YTD Incidents D Active Suspensions 6 New Suspensions 0 911 Calls (Police) Q 911 Calls (Medical) Perpetrators Added 6 Witnesses Added 0 Victims Added 86 37 35 6 7 54 10 8 YTD-LY 29 31 26 5 4 29 4 4 MTD 7 6 3 1 0 7 0 0 MTD-LY 0 5 0 0 0 0 0 0 LM 13 6 4 2 2 5 3 3 YTD = Year to Date YTD-LY = Year to Date - Last Year MTD = Month to Date MTD-LY = Month to Date - Last Year LM = Last Month • Summary Counts: describe numbers of things. Use these reports to see the briefest report with simple counts of PITS elements such as Incident Reports and Police Calls. Reports include: By Location, By Perpetrator, By Infraction, and Infractions by Location. • List Reports: provide more detail than the Summary Count Reports. Each report can be limited by a variety of fields including date and location. Reports include: Incidents, Perpetrators, Suspensions, and Support Calls. • Date Range Summary Reports: includes the total count of Incidents, Infractions, Perpetrators, Victims, and Witnesses for any date range. By default, PITS generates a Daily report. Weekly and Monthly reports are available via radio buttons. The only days included in the report are those days when an incident occurred. Below is an example of a Daily report for activity between 06/01/2025 and 06/30/2025. jDats Day of Week Incident Count Infraction Count Perpetrator Count Victim Count Witness Count 06/02/2025 Monday 2 1 0 0 0 06/03/2025 Tuesday 2 0 0 0 06/06/2025 Friday 1 1 0 0 06/09/2025 Monday 2 0 0 06/10/2025 Tuesday 1 3 4 0 0 06/16/2025 Monday 1 2 1 0 0 06/19/2025 Thursday 1 5 2 1 0 06/24/2025 Tuesday 1 2 1 0 0 06/25/2025 Wednesday 1 3 2 0 0 06/26/2025 Thursday 1 1 0 0 0 • Summary since: mm/dd/yyyy: includes the total count of Incidents, Perpetrators, Victims, Witnesses, and current suspensions (mm/dd/yyyy is the date of the oldest Incident Report) in your PITS database. • Detailed Reports: These reports include data from your entire PITS database (mm/dd/yyyy to the present). These include Perpetrators, Locations, Perpetrator/Infraction Matrix, Perpetrator/Location Matrix, Deleted Incidents, Suspensions, Deleted Perpetrators, User Activity, Witnesses, Victims, and Full IR List. 3. 7Include customizable dropdown lists for location, rule violations, actions taken (e.g., warnings, suspensions), and descriptors. Features for PITS Site Administrator(s) can include, but is not limited to these dropdowns: • Create & customize unlimited infraction categories and infractions • Create & customize unlimited locations (onsite and offsite) Vendor Services Agreement Page 16 of 20 • Create & customize unlimited followup actions (e.g., warnings, suspensions) • Create & customize perpetrator descriptors (e.g., height, weight, age, gender) 3.8 Include upload functionality for documents and image files for both individual incidents and associated patrons. An attachment is any uploaded file (up to 32Mb) associated with a specific incident and/or person. PITS supports image files in .png, .jpg, and .gif formats, and document files in .doc, .docx, and .pdf formats. Attachments can be associated with only a specific incident, or only with a specific person (known or unknown), or with both a person (known or unknown) and incident. All attachments are stored within the client PITS database. 4.0 QUALITY ASSURANCE METRICS 4.1 Provide a description of requested product testing and/or in person inspection, and a description of standards to be met. • SOC 2 Report for Akamai Technologies o Detailed information is provided in 2023 Akamai SOC 2 Type 2 Report (prime).pdf o We have requested the latest SOC 2 report from Akamai Technologies' support team. While we cannot guarantee its immediate availability, you can always find their most current compliance information and certifications on their official website: https://www.akamai.com/legal/compliance. • BitSight Findings o The vulnerabilities identified are associated with older versions of the Apache server. We conduct weekly system updates and currently utilize Apache/2.4.62, which is a newer version than those referenced in the report. o One vulnerability specifically mentions OpenSSL 1.0; however, we are running OpenSSL 3, so this does not impact our systems. Another finding relates to the use of HTTP/2, which we do not employ. The recommended solution for these findings is a system update, which aligns with our regular update schedule and therefore mitigates these concerns for our environment. 4.2 Timely support resolution per the standards outlined in these specifications. We perform internal testing of our applications. Any vulnerabilities discovered during these tests are promptly remediated. We maintain detailed application audit logs (not digitally signed) that record actions performed within the application. We do not retain Operating System logs on our servers. 4.2 Successful completion of an end user acceptance test (UAT). 4.3 Security protocols and encryption standards. • Overall Security Posture and Risk Management and Specific Security Best Practices and detailed information is outlined in Quipu Information Security Policy March_2025.pdf • To safeguard our systems and data, we adhere to the following practices: o Maintain up-to-date operating systems on all servers o Conduct nightly database and code backupsfin- o Perform daily OS backups o Implement Two -Factor Authentication (2FA) in some of our product o Promptly address vulnerabilities discovered at development or reported by client o Utilize SSL/TLS for secure communication o Ensure client data isolation at both the database and application levels o Implement PII encryption at the database level o Offer IP restrictions for client access, upon request 4.5Implementation Timeline The implementation consists of three phases and can be realized within six to eight (6-8) weeks of the Vendor Services Agreement Page 17 of 20 contract's execution, depending upon the currency of your policies, homework completion on your end, and your team's scheduling availability. All meetings held via Quipu's Zoom account. Please refer to Section 2.1 for detailed phases. Phase 1: Kickoff Meeting (1 hour): review timeline, questionnaire, Locations/Users spreadsheet Phase 2: Configuration Meeting (90 minutes): train on all settings and customization options Phase 3: Train -the -Trainers Meeting (1 hour): provide an overview and its major components 4.6 Level of training support Training opportunities exist throughout the PITS experience, above and beyond the implementation process. Included with the Annual Subscription Fee, Quipu provides on -going training via Zoom upon request. Each PITS site also boasts a thorough and in-depth Help Guide, complete with 30+ related training videos, to assist staff and supplement the training experience. Vendor Services Agreement Page 18 of 20 EXHIBIT B PAYMENT SCHEDULE Primary Resnonses Success: All data is valid! Numeric I Text Project Ref# 25-0183; Web -Based Incident Tracking System for Library Software, Incident Reporting, Set Up. Training, PIT So Success: All values provided Bid #1-1 EA 1 $ 3,000.00 Patron Incident $ 3,000 00 User Functionality Testing Tracking Software Software, Incident Reporting, Annual PITS® Success: All values provided Bid �1 Subscription for approximately 275 Users, EA 1 $ 6,500.00 Patron Incident $ 6,500-00 including tech support and upgrades. Tracking Software Basket Total mww $ 9,500.00 S 9.500.00 Vendor Services Agreement Page 19 of 20