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HomeMy WebLinkAbout064618 - General - Contract - AskReply, Inc. dba B2GnowCSC No. 64618 F�RT WORTH� VENDOR SERVICES AGREEMENT (Information Technology) This Vendor Services Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and AskReply, Inc. dba B2Gnow ("Vendor,") an Arizona corporation acting by and through its duly authorized representative. City and Vendor are each individually referred to herein as a"party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A— B2Gnow Supplier Management System Proposal; and 3. EXhibit B— 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. 1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide the City with a Supplier Management System for the City's Small Business Program. Specifically, Vendor will perform all duties outlined and described in the Statement Of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Vendor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager below (`Bffective Date") and shall expire no later than September 30, 2026 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for an unlimited number of one-year renewals at the City's option, each a"Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. Compensation. The City shall pay Vendor an amount not to exceed ONE HLTNDRED THOUSAND DOLLARS and ZERO CENTS ($100,000.00) annually with annual subscription fees for the Services in accordance with Exhibit A. Annual subscription fees for Services shall not exceed 5% of the previous annual cost. Vendor shall not perform any additional OFFICIAL RECORD Vendor Services Agreement — Technology CITY SECRETARY page 1 of 17 FT. WORTH, TX 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 mvoice. 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 Party must give written notice to the breaching party 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 party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3. Fiscal Fundin� 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 wi11 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 Obli�ations of the Parties. In the event that this Agreement is terminated for cause priar 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. In the event that this Agreement is terminated for convenience priar to the Expiration Date, no refunds shall be issued to the City for any unused time. 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. 5. Disclosure of Conflicts and Confidential Information. 5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendar 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 Vendor Services Agreement — Technology Page 2 of 17 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 far 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. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unautharized disclosure. 6. Ri�ht 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 wark space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in Vendor Services Agreement — Technology Page 3 of 17 compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 7. Independent Contractar. 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 supe�ior 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 DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 8.3. INTELLECTUAL PROPERTY INFRINGEMENT. 8.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, Vendor Services Agreement — Technology Page 4 of 17 software, analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a"Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 8.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 8.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no Vendor Services Agreement — Technology Page 5 of 17 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 the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 9. Assi�nment and Subcontractin�. 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. 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 Vendar 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 Covera�e in the amount of $4,000,000. Umbrellapolicy 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. 101.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. Vendor Services Agreement — Technology Page 6 of 17 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 Covera�e in the amount of $4,000,000. Umbrellapolicy 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 sha11 include, but not be limited to, the following: 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 virus; 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, Vendor Services Agreement — Technology Page 7 of 17 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 submitted to the City to evidence coverage; and 101.5.3.7. 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 ofpremium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trai1, 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. 102.5. 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 Re�ulations. 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 Vendor Services Agreement — Technology Page 8 of 17 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 parry, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth TX 76102 With Copy to the City Attorney at same address TO VENDOR: AskReply, Inc. dba B2Gnow 201 E Washington St Ste 500 Phoenix, AZ 85004-2226 14. Solicitation of Emplovees. 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. Governin� 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. Severabilitv. 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. Vendor Services Agreement — Technology Page 9 of 17 19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States, civil disturbances, other national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 20. Headin�s Not Controllin�. 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. Entiretv of A�reement. 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. Counternarts. 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. Warrantv 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. Vendar Services Agreement — Technology Page 10 of 17 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. Network Access. 26.1. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 27. Immi�ration Nationalitv 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 wark under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 28. Informal Dispute Resolution. Except in the event of terinination 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 parry 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- Vendor Services Agreement — Technology Page 11 of 17 binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to Ciry that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Reportin� Requirements. 30.1. For purposes of this section, the words below shall have the following meaning: 30.1.1. Child shall mean a person under the age of 18 years of age. 30.1.2. Child por�nography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 4325 of the Texas Penal Code. 30.1.3. Coinputer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. 30.1.4. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. 30.2. Reportin� Requirement. If Vendor meets the definition of Computer Vendor Services Agreement — Technology Page 12 of 17 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. 31. Si�nature 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 entiry. 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 "B" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 32. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5(Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and Section 8(Liability and Indemnification) shall survive termination of this Agreement. 20. Prohibition on Bovcottin� Ener�v Comt�anies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 33. Prohibition on Discrimination A�ainst Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chap- ter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig- nature provides written verification to the City that Contractor: (1) does not have a practice, policy, Vendor Services Agreement — Technology Page 13 of 17 guidance, or directive that discriminates against a%rearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 34. Electronic Si�natures. 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 signa- ture, or signatures electronically inserted via software such as Adobe Sign. 35. Entiretv of A�reement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement — Technology Page 14 of 17 [Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED AND AGREED: ] City: By: o����r���,� ;�,,�����zao��sT, Name: Dianna Giordano Title: Assistant Ciry Manager AskReply, Inc dba B2Gnow By. �.N � Name: Lvnn Han� Title: �7p and C�eneral Counsel Date: O1/23/2026 Date: 1/7/2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: /-� �=_ By: / Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: Contract Compliance Manager: By signing I acknowledge that I am the person re- sponsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: �te�e� van"�e,,:'"�I'"Z;;Z�ifi:43:�1�5T) Name: Steven Vandever Title: Sr. IT Solutions Manager B Caholace �a�{�r'a�a y: � Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: N/A Approval Date: N/A Form 1295: N/A City Secretary � i� ..� �� By: � Name: Jannette S. Goodall Title: City Secretary 4 vounu Pa� FORr�°a v'�'° � °�9�d �� Pvo °=A pp�,�°°oo o°*� a°nd nezpsap OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement — Technology Page 15 of 17 EXHIBIT A B2Gnow Supplier Management System Proposal (Attached) Vendor Services Agreement — Technology — E�ibit A Page 16 of 17 B2G N�w 201 E Washington St 5ih Floor Phoenlx, AZ 85004 602.325.9277 www.b2gnow.com 1. Vendor Management , Contract Compliance, Goal Setting Annual Fees: Modules & Services ease arice • Baseline System & Vendor Management module (required) $7,213.00 82Gnowhosted & managed SOC 2 certified technoloqy infrastructure Software licenses and system maintenance 24/7 unlimited access to the 82Gnow system Unlimited staff accounts in system Access to standard system upgrades and enhancements Access to stantlard reports and ad-hoc tool Phone and email support for staff First level email support for vendois Training manuals and quick guides Online staff training • CertifiedDlrectoryConnection $1,207.00 Dallas/FoR Worth Minorify Supplier Development Council, North Central Texas Regional Gertification Agency, SAM gov. Small Business Administration, Texas Department o/ Transportation, Womens Business Gouncil Southwest Discount 25% � City of Fort Worth Quote Dafe: »/�32025 Quote Expiration (60 days): z�5/z026 Quote Number: 4_�en directory Prepared Poc Name.� Mark Deboe� Email: Mark.Deboer@fortworthtexas.gov Unifs I Annua/ Subscripfion I 1 $5,40975 Included Included Included Included Included Included Included Included Included Included 8 $4,528.26 Capacity/No[es Baseline reset to asssif on Year i included Connected [0 6 certif'ed directories IAnnual Subscripfion I $9,836.00 'Sub/ect to escelatlon ferms ISubscription Timeframe Ye� 12/1/2025 - 11/30/2026 Yes 12/1/2026 - 11/30/2027 Ye� 12/1/2027 - 11/30/2028 Ye� 12/1/2028 - 11/30/2029 Ye� 12/1/2029 - 11/30/2030 Escalation Annual Subscriqtion Fee $9,93fi.00 5% $10,43280 5% $10,954.44 5% $11,60218 5% $12,077.27 Annual Support 8 Services included • B2Gnow hosted and managed technology infrastructure • Software licenses and system maintenance • 24/7 unlimRed access to Ihe B2Gnow system • Access to all system upgratles and included enhancemenis • Access to all standard repotls and ad-hoc tools • Unlimited Staff and Vendor accounts in the system Phone and email support for staff First level email support for vendors Up-to-date quick guides, Ireimng manuals, online help Unlimitetl online staff and vendor iraining (as available) System configuretion updates and annual system review 2. Additional Optional Modules and Optional Services (not included in above quote but can be added at any time) Additional Modules • Conhact Compllance module • Conhact Goal Setling module • Projects module • Outreach and Events Management module • Online Su6conlractor Utilization Plan module • Online Applica6on module • Certification Management module • Online Vendor Regisira0on module oq(ional services • SAML 2.0 Single Sign-On for staff users • Additional standard inledaces for data import (per record type) • Intertacesfordata export(perrecord rype) • Connection to new (not wrrently in ihe B2Gnow library) certified directory for periodic loading • Connection to existing certified directory • Program Consulting • Development (Custom Reporting, System Customizations) • Data Entry • Add�ilional Onsite Travel 3. Terms Pricing is effective for 60 days from proposal dale. nvoiced 100 % at contract execu�ion. Annual fee escalallon Ilml�ed �o �he grealer of (a) �he applicable percenlage of the CPI or (b) 5%, per annum. Addl�ional services are Invoiced Net 30 upon delivery. Travel and olher ou�-of-pocket expenses are invoiced Ne� 30 at actual cost. Pricing does nol include any applicable sales or use tax. No refunds shall be permitted for sums paid to B2Gnow B2Gnow Sondra Troul Sond ra.Troul@ b2g now. com (602)3269277 Byacceptancebelow,thepartiesagreethatthisOrderquoteformandallrelatedsoftwareservicessha116esubjectmtheMaster5ervicesAgreement6etweenthepartiesdated: �1�23�2�26 ACKNOWLEDGED AND ACCEPTED: AskReply� Inc. dba 82Gnow Signed: �� By (Print Name and Title�: Lynn Hang, VP and 6eneral Counsel Date: 1/�/2026 ACKNOWLEDGED AND ACCEPTED- Customer: CItV Of FOf� WOItII Signed. �� .,. �..i. a���ei caNao�ry $9,839.00 per 200 acb've, monitored contracts $9,639.00 per 200 contrac[ goals $Q639.00 per 50 active, monitored p�ojects $9,639.00 perf00campaigns $9,639.00 per200plansets $12,064.00 per 200 applications $12,064.00 per 200 certifications $12,064.00 per 200 active registrants Annual $5,197.00 peryear $6,006.00 peryear $6,006.00 peryear $6,006.00 peryear $1,207.00 perdirectory, per year $441.00 perhour $220.00 perhour $105.00 perhour At cost 4. Contact ey �v.��� rvame a�ar��ie�: Dianna Giordano. Assistant Citv Manaper oa�e: Ol/23/2026 EXHIBIT B VERIFICATION OF SIGNATURE AUTHORITY AskReply, Inc. dba B2Gnow 201 E Washington St Ste 500 Phoenix, AZ 85004-2226 Supplier Management System Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Vendor. Name: Lynn Hang Position: VP and General Counsel �� Signature 2. Name: Ryan Kelly Position: Chief evenue Officer , Signature 3. Name: gryan Proctor Position: _ _ � Q�,-- Signature Name: Signature of President / CEO Other Title: Date: Vendor Services Agreement — Technology — E�ibit B Page 17 of 17 F�RT` ��RTH� City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: AskReply, Inc. dba B2Gnow SubjeCt of the Agreement: New vendor service agreement for AskReply, Inc. dba B2Gnow for small business vendor management and certified directory connection M&C Approved by the Council? * Yes ❑ No 0 If so, the M&C inust be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contracl number and the amendinenl number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent conti^act listing. Is this entire contract Confdential? xYes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: september 30, 2026 If different fi^om the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 0 *If so, please ensure it is attached to the approving M&C or attached to lhe contracl. Proj ect 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 processin� in the followin� 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.