Loading...
HomeMy WebLinkAbout064436 - General - Contract - Versaterm Public Safety US, Inc.Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 CSC No. 64436 FORT WORTH,.) VENDOR SERVICES AGREEMENT (Information Technology) This Vendor Services Agreement ("Agreement") is made and entered into by and between the City of Fort Worth, a Texas home -rule municipal corporation (the "City" or "Client") and Versaterm Public Safety US, Inc. ("Vendor"). City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." The term "Vendor" shall include Vendor, its officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Versaterm IA Prorated Quote No. 00009199; 4. Exhibit C — Versaterm IAProBlueTeam/EIPro Quote No. 00009257; and 5. Exhibit D — Signature Verification Form. All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Agreement shall control. The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. 1. Scone of Services. Vendor hereby agrees, with good faith and due diligence, to provide the City with software services, including annual maintenance and software updates, related to B1ueTeam NextGen, IAPro NextGen, and EIPro public safety software (the "Services") as listed in Exhibit A and listed in Exhibit B and Exhibit C. Vendor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. 2. Term. The initial term of this Agreement is for one (1) year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). The Agreement may be renewed for an unlimited number of one-year renewals at the mutual agreement of the parties, each a "Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 3. Compensation. The City shall pay Vendor an annual amount not to exceed One Hundred Thousand Dollars ($100,000.00) in accordance with the provisions of this Agreement and all Exhibits, which is attached hereto and incorporated herein for all purposes. Vendor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice. Vendor may charge interest on late payments not to exceed one percent (1%). The Annual Renewal Cost shall not increase by more than five percent (5%) per year. 4. Termination. 4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2. Breach. If either party commits a material breach of this Agreement, the non - breaching Parry must give written notice to the breaching parry that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching parry, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3. Fiscal Fundins Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4. Duties and Oblieations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine-readable format or other format deemed acceptable to the City. Disclosure of Conflicts and Confidential Information. 5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Each party ("Receiving Party"), for itself and its officers, Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 agents, and employees, agrees that it will treat all non-public, proprietary, or confidential information received from the other parry ("Disclosing Party") in connection with this Agreement (collectively "Confidential Information" and where solely specific to City "City Information") as confidential and will not disclose any such Confidential Information to a third party without the prior written consent of Disclosing Party. The Receiving Party will use the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. This Section will not apply to information that (a) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (b) is or becomes publicly available through no fault of the Receiving Parry; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is disclosed pursuant to a valid court order, subpoena, or as otherwise required by law, provided the Receiving Parry gives prompt notice to the Disclosing Party (to the extent legally permitted) and reasonably cooperates to seek confidential treatment of such information. 5.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4. Unauthorized Access. Each party ("Receiving Party") agrees to store and maintain the other party's Confidential Information, including any data or materials provided under this Agreement in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt such Confidential Information in any way. If the security or integrity of either party's Confidential Information has been compromised or is believed to have been compromised, the Receiving Party must notify the Disclosing Party promptly upon becoming aware of the issue. In such event, the Receiving Party will, in good faith, use all commercially reasonable efforts to cooperate with the Disclosing Parry in identifying what information has been accessed by unauthorized means and will take all reasonable steps to assist the Disclosing Party in protecting such Confidential Information from further unauthorized disclosure. Risht to Audit. 6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND/OR PERSONAL INJURY, INCLUDING, 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 GROSS NEGLIGENT ACT(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS WHILE PERFORMING UNDER THIS AGREEMENT. HOWEVER, VENDOR SHALL NOT BE LIABLE FOR ANY SUCH LOSSES OR DAMAGES TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF CUSTOMER, ITS REPRESENTATIVE, OR ANY THIRD PARTY NOT UNDER VENDOR'S CONTROL. LIABILITY UNDER THIS PROVISION SHALL BE SUBJECT TO THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THE LIMITATION OF LIABILITY SECTION OF THIS AGREEMENT. 8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS. PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES PROVIDED THAT SUCH INDEMNITY SHALL NOT APPLY TO THE EXTENT SUCH DAMAGES RESULT FROM THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE CITY OR ANY THIRD - PARTY NOT UNDER VENDOR'S CONTROL. 8.3. INDEMNIFICATION FOR INTELLECTUAL PROPERTY INGRINGEMENT - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY THIRD PARTY CLAIM OR ACTION AGAINST CITY FOR Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, SERVICE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ENFORCEABLE IN CANADA OR THE UNITED STATES ARISING FROM CITY'S USE OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE FULL 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 INTERESTS, AND CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; PROVIDED THAT (1) CITY SHALL NOT ENTER INTO ANY SETTLEMENT THAT INCLUDES A FALSE ADMISSION OF WRONGDOING BY VENDOR OR THAT WOULD MATERIALLY IMPACT VENDOR'S PRODUCTS, SERVICES OR BUSINESS; AND (2) VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION.CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, HOWEVER, NO LATER THAN TEN (10) DAYS OF LEARNING OF THE CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE: (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'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALLY 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. NOTWITHSTANDING THE ABOVE VENDOR SHALL HAVE NO OBLIGATION FOR ANY CLAIM OR ACTION BASED ON THIRD PARTY COMPONENTS, WHICH ARE WARRANTED SOLELY BY THE INIVIDUAL THIRD PARTY SUPPLIER. Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 8.4. EXCLUSION OF INDIRECT DAMAGES — VENDOR SHAL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. 8.5. LIMITATION OF DIRECT DAMAGES —THE TOTAL AGGREGATE LIABILITY OF VENDOR UNDER THIS AGREEMENT IS LIMITED TO SEVENTY- FIVE THOUSAND DOLLARS ($75,000.00) NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO DAMAGES ARISING FROM VERSATERM'S GROSS NEGLIGENCE OR WILLFULL MISCONDUCT OR VENDOR'S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 8.2 AND 8.3. Assignment and Subcontracting. 9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. Notwithstanding the foregoing, no such consent will be required for an assignment resulting from a corporate reorganization, merger, consolidation, or other internal restructuring involving Vendor, provided that such assignment does not result in a change of Vendor. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 10. Insurance. 10.1 The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 10.1.1. Commercial General Liability: 10.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 10.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coveraae in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 10.1.1.3. Defense costs shall be outside the limits of liability. 10.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 10.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 10.1.5. Technology Liability (Errors & Omissions) 10.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 10.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 10.1.5.3. Coverage shall include, but not be limited to, the following: virus; 10.1.5.3.1. Failure to prevent unauthorized access; 10.1.5.3.2. Unauthorized disclosure of information; 10.1.5.3.3. Implantation of malicious code or computer 10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 10.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 10.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims - made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 submitted to the City to evidence coverage; and 10.1.5.3.7. Any other insurance as reasonably requested by City. 10.2. General Insurance Requirements: 10.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 10.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 10.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 10.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 11. Compliance with Laws, Ordinances, Rules and Reaulations. Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 TO THE CITY: TO VENDOR: City of Fort Worth Versaterm Public Safety US, Inc. Attn: Dianna Giordano, Assistant City Manager Attn: Legal Department 100 Fort Worth Trail 1 North Macdonald, Suite 500 Fort Worth Texas 76102 Mesa, Arizona USA 85201 With Copy to the City Attorney at same address 14. Solicitation of Emolovees. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States, civil disturbances, other national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 25. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming services. 26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Vendor in writing as soon as the determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. Network Access. 27.1. Citv Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement. 27.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 28. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Rebortina Reauirements. 31.1. For purposes of this section, the words below shall have the following meaning: 31.1.1. Child shall mean a person under the age of 18 years of age. 31.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. 31.1.4. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. 31.2. Renortina Reauirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 32. Signature Authoritv. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "D" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this Agreement. 34. Prohibition on Bovcottina Enerav Comnanies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 35. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade associa- tion; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agree- ment. 36. Electronic Sianatures. 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. 37. Entirety ofAareement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 38. License. 38.1. City shall have the right to access and use the Services solely as expressly granted or otherwise set forth in this Agreement. 38.2. City shall not: 38.2.1. use, reproduce, display, perform or otherwise exploit the Services except as expressly authorized in this Agreement; 38.2.2. copy any of the Services or user documentation except as reasonably necessary to use the Services for its internal use as authorized herein or in a service schedule, and in all cases subject to the confidentiality provisions hereof, and provided that all copyright notices and any other proprietary notices are included; 38.2.3. assign this Agreement or transfer, lease, export or grant a sublicence of the Services or the license contained in this Agreement to any person except as expressly authorized herein; 38.2.4. decompile, disassemble, reverse engineer, or otherwise access or attempt to gain access to the Services' source code; Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 38.2.5. give any person other than its employees, consultants, contractors and/or clients of City or other individuals listed pursuant to a service schedule access to the Services or; 38.2.6. rent or lend, with or without charge, any system which includes the Services to any person including clients and customers; 38.2.7. operate at any time on a regular or irregular basis an online or offline customer service bureau involving the Services; 38.2.8. permit (and City shall take all necessary precautions to prevent) third parties (including, any parties affiliated or related to City) to use the Services in any way that would constitute a breach of this Agreement or any service schedule; 38.2.9. use any APIs, other than the APIs expressly authorized for use by Vendor, with the services or use any authorized APIs in a manner that is not permitted or published by Vendor; 38.2.10.remove or modify any proprietary marking or restrictive legends placed on the Services or its associated documentation; 38.2.1 Luse any device, software, or routine to interfere with the proper working of the Services or to bypass any security features of the Services; or 38.2.12.introduce into the Vendor's platform any viruses, worms, defects, trojan horses, malware, or any items of a destructive nature. 38.3. City shall be solely and exclusively responsible for the supervision, management, and control of the City's use of the Services and shall require each of its authorized users to maintain all passwords and other access credentials with respect thereto. (signature page follows) Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA 1250D141 E2 ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH By: o;e!.�15,,.,ucsr1 Name: Dianna Giordano Title: Assistant City Manager Date: 12/08/2025 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director, IT Solutions CITY SECRETARY: �1�By: iL__ Name: Jannette S. Goodall Title: City Secretary VENDOR: Versaterm Public Safety US, Inc. By: Name: Title: vp Eioaoce aod Seccetary Date: Nov 27, 2025 I 11 :36 AM EST Vendor Services Agreement 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: Pet, R;uo {De< 4, 202s 12,ss,37 CST) Name: Pete Rizzo Title: Sr. IT Solutions Manager APPROV ED AS TO FORM AND LEGALITY: By: c��f,f#�c! Name: Candace Pagliara Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C:N/A Date Approved: N/A Form 1295 Certification No: N/A Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 EXHIBIT A Scope of Services (Attached) Vendor Services Agreement Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141E2 frstr PROFESSIONAL STANDARDS SOFTWARE Annual Maintenance and Technical Sumort Annual maintenance includes provision of all new versions of the IAPro and BlueTeam software and related materials such as manuals and technical documentation that are released during the period it is in -effect. Technical support services will be provided via phone and e-mail in a timely manner during the period it is in -effect. Provision of product upgrades Major and minor IAPro and BlueTeam upgrades are obtainable by customers from the IAPro web -site customer support area. Minor upgrades are released roughly quarterly, and major ones are released roughly annually. Provision of technical support While the annual maintenance agreement is in -effect, Versaterm will provide technical support to Customer as follows: Customer may contact Versaterm professional standards product group at its 24-hour 1-800 number, or if it is a low priority issue, by e-mail. Versaterm will typically be available after working hours if a high priority problem is pending. Between the hours of 8:30 a.m. and 5:30 p.m. EST, a person is most likely to answer. Two hours is our typical response time to medium and high priority calls. We typically respond to calls or a -mails related to training or usage issues within 24 hours. The following escalation procedures will be employed to ensure an appropriate response to any interruption of service in order to minimize downtime. Problems are addressed quickly during the hours of 8:OOam and 6:OOpm EST Monday through Friday excluding Holidays and weekends. General problem reporting and resolution procedures When a problem is encountered during regular business hours, Customer must follow following the steps: 1. Customer users should first contact its IAPro designated coordinator. This is the individual most familiar with either IAPro or IT areas. The IAPro designated coordinator will attempt to correct the problems. The IAPro designated coordinator will verify network connects, resolve printer problems, and any desktop issues associated with using IAPro. 2. Customer users may also call Versaterm professional standards product group directly; however, it's recommended the IAPro designated coordinator is included in problem resolution. 3. If the problem requires assistance from Versaterm, the IAPro designated coordinator may contact Versaterm through e-mail or phone. Versaterm resources will work with the Customer to diagnose the problem. After investigating the issue, Versaterm and the Customer will jointly categorize the problem into: Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141E2 frstr PROFESSIONAL STANDARDS SOFTWARE Type of Problem Ownership Server Hardware Problem IT Desktop Hardware Problem IT Network Communication IT Isolated Workstation Issue IT Database Performance/storage Versaterm Application or software related Versaterm Problem Definition and Priority: The following table provides a list of the types of problems that can be experienced. Versaterm is responsible for (but not limited to): All services unavailable: (City/County Wide) The system is unavailable. Cases cannot be processed. Efficiency/Performance/Throughput is functional but does not match the performance criteria. Showstopper System Showstopper System not performing as specified: Functions are not executing correctly and are stopping cases from being processed. No workaround available. User Error: Problem reported by user that was a result of user error or misunderstanding. Isolated workstation failure. Enhancement: System does not perform the required functionality. Functionality was not within requirements. System not performing as specified (complex workaround available). An error is experienced but the problem can be worked around. Showstopper Training Issue/Questions Enhancement - These will be added to the enhancement list and addressed with Versaterm as needed. Workaround Available - Complex workaround. Decreases system's efficiency/performance/ throughput, decreases user/department's efficiency in completing tasks High High High Low Low Medium Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141E2 frstr PROFESSIONAL STANDARDS SOFTWARE System not performing as specified (easy Workaround Low workaround available). An error is available Easy to experienced but the problem can be implement worked around. workaround. No impact on system performance No impact on user/department's efficiency Support Restore Requirements The following table provides a guideline for restoration times in case of a problem: High Response within 2 hours of contact. Resolution within 6 hours from time of notifying the vendor contact(s) through voice mail (first level support contact) and e-mail. If feasible, Versaterm will provide after-hours support in the evening or during early morning hours. Med Resolution within 2 business days from time of notifying the vendor contact(s) through voice mail (first level support contact) and e-mail to the entire list. Low No resolution time designated. Added to enhancement list or addressed through updates to user documentation. Old releases are supported up to 2 years after release of succeeding versions. Please note that customers with a current annual maintenance agreement are provided with the latest version of the software to include all customizations. Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 EXHIBIT B Versaterm IA Prorated Quote No. 00009199 (Attached) Vendor Services Agreement VEersaterm Versaterm Public Safety US, Inc. 1 North MacDonald, Suite 500 Mesa, Arizona USA 85201 Company Information Quote Name Fort Worth Police Department (TX) - IAPro - Quote Number 00009199 FY25 - 3 month PRORATED Created Date 2025-12-03 Prepared By Ashley Olsen Expiration Date 2025-12-31 Email ashley.olsen@versaterm.com Customer Information Account Name Fort Worth Police Department (TX) Bill To 100 Fort Worth Trail Phone 817-392-4222 Fort Worth TX 76102 United States Quote Line Items IAPro NextGen, License Support Service (On-Prem) Totals Quote Currency USD Net Terms Net 30 Contract Term N/A Subtotal USD 805.00 Grand Total USD 805.00 Invoicing Procedures Invoicing Notes: Prorated Service Term: 10/01/2025 to 12/31/2025 **All future quotes will be on a 12-month span from January to December. The sales price is only reflective of three months.** Terms and Conditions TERM: The products and services listed under this renewal quote shall be governed by the existing agreement(s) as between Customer and Versaterm Public Safety US, Inc. By signing this renewal quote, the Customer is hereby bound to renew the service for the period described and/or to purchase the products listed for the grand total stated herein. A signed renewal quote transmitted through email is valid and binding even if an original paper document bearing the customer's original signature is not delivered. Billing Information Fees will be payable within 30 days of invoicing. Please note that the Sales Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Unit Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service rather than the Sales Price displayed above. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the Customer. This is not an invoice. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing vrstr Versaterm Public Safety US, Inc. 1 North MacDonald, Suite 500 Mesa, Arizona USA 85201 authority(ies) governing the "Bill To" location provided by the Customer on this Quote. Purchase Order Information (Customer to complete) Is a Purchase Order required for the purchase or payment of the products on this Quote? Yes [ ] No [ ] The customer's purchase order terms will be governed by the parties' existing mutually executed agreement or, in the absence of such, are void and will have no legal effect. PO Number: Initials Quote Acceptance Signature: Di.—a,o,da„o gyp- e, 20251559:11 CST Name: Dianna Giordano Title: Assistant City Manager Date: 12/08/2025 Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 EXHIBIT C Versaterm IAPro/B1ueTeam/EIPro Quote No. 00009257 (Attached) Vendor Services Agreement VEersaterm Versaterm Public Safety US, Inc. 1 North MacDonald, Suite 500 Mesa, Arizona USA 85201 Company Information Quote Name Fort Worth Police Department (TX) - Quote Number 00009257 IAPro/BlueTeam/EIPro - FY26 Created Date 2025-07-09 Prepared By Ashley Olsen Expiration Date 2025-12-31 Email ashley.olsen@versaterm.com Customer Information Account Name Fort Worth Police Department (TX) Bill To 100 Fort Worth Trail Phone 817-392-4222 Fort Worth TX 76102 United States Quote Line Items Quote Description Quantity Sales Price Subtotal IAPro NextGen, License Support Service (On-Prem) 1.00 USD 3,195.28 USD 3,195.28 BlueTeam NextGen, License Support Service (On-Prem) 1.00 USD 1,533.75 USD 1,533.75 EIPro, License Subscription (On-Prem) 1.00 USD 2,024.19 USD 2,024.19 Totals Quote Currency USD Net Terms Net 30 Contract Term 1 Year Subtotal USD 6,753.22 Grand Total USD 6,753.22 Invoicing Procedures Invoicing Notes: Annual Service Term: 01/01/2026 to 12/31/2026 Terms and Conditions TERM: The products and services listed under this renewal quote shall be governed by this agreement as between Customer and Versaterm Public Safety US, Inc. By signing this renewal quote, the Customer is hereby bound to renew the service for the period described and/or to purchase the products listed for the grand total stated herein. A signed renewal quote transmitted through email is valid and binding even if an original paper document bearing the customer's original signature is not delivered. Billing Information Fees will be payable within 30 days of invoicing. Please note that the Sales Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Unit Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service rather than the Sales Price displayed above. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the Customer. This is not an invoice. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing vir.ersaterm Versaterm Public Safety US, Inc. 1 North MacDonald, Suite 500 Mesa, Arizona USA 85201 authority(ies) governing the "Bill To" location provided by the Customer on this Quote. Purchase Order Information (Customer to complete) Is a Purchase Order required for the purchase or payment of the products on this Quote? Yes [ ] No [ ] The customer's purchase order terms will be governed by the parties' existing mutually executed agreement or, in the absence of such, are void and will have no legal effect. PO Number: Initials Quote Acceptance AWW03%- S i g natu re: Dianna Gfurdzno (Dec 8, 202515:59:11 CST) Name: Dianna Giordano Title: Assistant City Manager Date: 12/08/2025 Docusign Envelope ID: E7D78B7C-514A-4B49-B320-BA1250D141 E2 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Versaterm Public Safety US, Inc. 1 North Macdonald, Suite 500 Mesa, Arizona USA 85201 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Vendor. Below is a list of duly authorized officers and/or designated signatories of Versaterm Public Safety US, Inc.. These members, including the individual executing this agreement, may legally bind the Vendor. Name: Steven Seoane Position: Chief Executive Officer 2. Name: John Faulkner Position: Chief Financial Officer Name: Adam Schwartz Position: Senior VP, Partner Success Versaterm Public Safety US, Inc. Name: Theresa Rosales Title: VP Finance and Secretary Signed by: Signature: If6Sab-S 37FCOB113F544EA... Date: Nov 27, 2025 1 11:36 AM EST Vendor Services Agreement FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Versaterm Public Safety US, Inc. Subject of the Agreement: New Vendor Services Agreement with Versaterm Public Safety US, Inc. M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO nrocessinv- in the followinv- order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.