Loading...
HomeMy WebLinkAbout065250 - General - Contract - CivicTrackCSC No. 65250 CONSTITUENT MANAGEMENT SOFTWARE SERVICES AGREEMENT THIS AGREEMENT FOR CONSTITUENCY MANAGEMENT SOFTWARE SERVICES (this "Agreement") dated this 27th day of May 2026 BETWEEN City of Fort Worth OF THE FIRST PART A, 1� (the "Client") CivicTrack Inc. of 8 The Green, Suite R Dover, DE 19901, USA (the "CivicTrack") OF THE SECOND PART BACKGROUND: A. The Client is of the opinion that CivicTrack has the necessary qualifications, experience and abilities to provide services to the Client. B. CivicTrack is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows: Services Provided 1. The Client hereby agrees to engage CivicTrack to provide the Client with services (the "Services") consisting of Web -based Constituent Office Management Software including setup and maintenance of the online service. The Services will also include: a. 5 User Licenses b. 10 Hours of Technical Support (Annually) c. Two (2) Web -Based Session of Training ("Train the Trainer Approach") d. Full Setup and Installation, including the importing and match/merge of existing data. CivicTrack reserves the right to test sample data for feasibility. CivicTrack hereby agrees to provide such Services to the Client. OFFICIAL RECORD CITY SECRETARY 1 FT. WORTH, TX CONSTITUENT MANAGEMENT SOFTWARE SERVICES AGREEMENT Term of Agreement 2. The term of this Agreement will begin on the date of the Agreement and will remain in full force and effect for 12 months. The said term will be automatically extended for 12 months on the anniversary date, unless a written notice is issued by either parry 3. In the event that either parry wishes to terminate this Agreement, that parry will be required to provide a notice period of 60 Days. 4. Except as otherwise provided in this Agreement, the obligations of CivicTrack will terminate upon the earlier of CivicTrack ceasing to be engaged by the Client or the termination of this Agreement by the Client or the Services Provider. 4.1. This Agreement shall terminate without notice prior to the expiry date if CivicTrack is, for any reason, unable to provide the services described in this Agreement. 4.2. This Agreement may be terminated at any time by the Client, upon giving 60 days' notice to CivicTrack, if the services provided by CivicTrack pursuant to this Agreement are deemed by the Client to be unsatisfactory or no longer required. Notice will be confirmed in writing and delivered in person or by mail at the address provided in the heading of this Agreement. 4.3. Upon termination of the Agreement prior to the expiry date, CivicTrack shall be entitled to be paid for the services provided to the Client up to the date of termination, less any amounts that have been previously paid to CivicTrack. Performance 5. The parties agree to do everything necessary to ensure that the terms of this Agreement take effect. Compensation 6. For the services rendered by CivicTrack as required by this Agreement, the Client will pay to CivicTrack compensation amounting to $1500 for 12 months usage plus any applicable taxes. 7. This compensation will be payable 30 days following the reception of the invoice by the Client or as otherwise agreed to by the Parties. Upon renewal, the Client will be invoiced for one additional year and compensation will be payable 30 days following the reception of the invoice by the Client 8. The Client is entitled to deduct from the Services Provider's compensation any applicable deductions and remittances as required by law. 2 CONSTITUENT MANAGEMENT SOFTWARE SERVICES AGREEMENT Provision of Extras 9. The Client agrees to provide, for the use of CivicTrack in providing the Services, the following extras: The Client will provide Constituent Records, any additional data required including phone number updates and other required refreshing of data sets. License Grant & Restrictions 10. CivicTrack hereby grants you a non-exclusive, non -transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CivicTrack and its licensors. You may not access the Service if you are a direct competitor of CivicTrack, except with CivicTrack's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. a. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet -based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. b. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. 3 CONSTITUENT MANAGEMENT SOFTWARE SERVICES AGREEMENT Your Responsibilities 11. You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, State, federal and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify CivicTrack immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CivicTrack immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another CivicTrack user or provide false identity information to gain access to or use the Service. Account Information or Data 12. CivicTrack does not own any data, information or material that you submit to the Service in the course of using the Service ("Client Data"). You, not CivicTrack, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and CivicTrack shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. In the event this Agreement is terminated (other than by reason of your breach), CivicTrack will make available to you a file of the Client Data within 30 days of termination if you so request at the time of termination. CivicTrack reserves the right to withhold, remove and/or discard Client Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Client Data immediately ceases, and CivicTrack shall have no obligation to maintain or forward any Client Data. Internet Delays 13. CivicTrack Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and Electronic communication. CivicTrack is not responsible for any delays, delivery failures, or other damage resulting from such problem Payment Penalties 14. In the event that the Client does not comply with the rates, amounts or dates of pay provided in this Agreement, a late payment penalty will be charged as follows: The Client will pay interest on any late payment at the annual interest rate of 18 percent. Confidentiality 15. CivicTrack agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information with respect to the business of the Client, which CivicTrack has obtained, except as may be necessary and expressly agreed to in writing CONSTITUENT MANAGEMENT SOFTWARE SERVICES AGREEMENT by the Client to further the business interests of the Client. This obligation will survive indefinitely upon termination of this Agreement. Ownership of Materials 16. All materials developed, produced, or in the process of being so under this Agreement, will be the property of the Client. The use of the mentioned materials by the Client will not be restricted in any manner. 17. CivicTrack may retain use of the said materials and will not be responsible for damages resulting from their use for work other than services contracted for in this Agreement. Return of Property 18. Upon the expiry or termination of this Agreement, CivicTrack will return to the Client any property, documentation, records, or confidential information which is the property of the Client. Capacity/Independent Contractor 19. It is expressly agreed that CivicTrack is acting as an independent contractor and not as an employee in providing the Services under this Agreement. CivicTrack and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. Modification of Agreement 20. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party. Notice 21. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the parties of this Agreement as follows: City of Fort Worth 100 Fort Worth Trail, Fort Worth, TX 76102 zz it finance contracts (a fortworthtexas.gov CivicTrack Inc. 8 The Green, Suite R Dover, DE 19901, USA Email: infokCivicTrack.com or to such other address as to which any Party may from time to time notify the other. 5 CONSTITUENT MANAGEMENT SOFTWARE SERVICES AGREEMENT Costs and Legal Expenses 22. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing parry will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action. Time of the Essence 23. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. Entire Agreement 24. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. Limitation of Liability 25. It is understood and agreed that CivicTrack will have no liability to the Client or any other party for any loss or damage (whether direct, indirect, or consequential) which may arise from the provision of the Services. It is understood that the Client will have no liability to CivicTrack or any other party for any loss or damage whether direct, indirect, or consequential which may arise from this Agreement. Enurement 26. This Agreement will ensure the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns. Currency 27. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US dollars. Titles/Headings 28. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Gender 29. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. CONSTITUENT MANAGEMENT SOFTWARE SERVICES AGREEMENT Governing Law 30. It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Delaware, without regard to the jurisdiction in which any action or special proceeding may be instituted. Dispute Resolution 31. In the event a dispute arises out of or in connection with this Agreement the parties will attempt to resolve the dispute through friendly consultation. 32. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Delaware. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Delaware. Severability 33. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. Waiver 34. The waiver by either parry of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions. CONSTITUENT MANAGEMENT SOFTWARE SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have duly executed this Service Agreement this 27tn day of May 2026. SIGNED, SEALED AND DELIVERED in the presence of oC'j qaa 0�8 .iC °aadhzpsoso Witness P 6youn icTrack Inc. Per: Dianna Giordano (May 26, 2026 13:01:58 CDT) Dianna Giordano, Assistant City Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 8 _ a ADDENDUM TO CONSTITUENT MANAGEMENT SOFTWARE SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND CIVICTRACK, INC. This Addendum to the Constituent Management Software Services Agreement ("Addendum") is made and entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and CivicTrack, Inc. ("Vendor"). The Agreement documents shall include the following: 1. The Constituent Management Software Services Agreement; 2. This Addendum: 3. Exhibit A — CivicTrack Proposal; and 4. Exhibit B — CivicTrack Acceptable Use Policy. Notwithstanding any language to the contrary in the attached Constituent Management Software Services Agreement (the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each parry duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall apply to the Agreement. In the event of any conflict between the incorporated Exhibits, the terms and conditions of this Agreement shall control. 1. Term. The Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and will expire on September 30, 2026, unless terminated earlier in accordance with this Agreement ("Initial Term"). The Agreement may be renewed, at the City's option, for four (4) one-year renewal periods each a ("Renewal Term"), with each Renewal Term beginning on October 1 and ending on September 30 of the following year. The City shall provide Vendor with written notice of its intent to renew at least sixty (60) days prior to the end of each term. Nothing contained herein shall be construed as agreeing to automatic renewals. 2. Compensation. Total payment made annually under this Agreement by City shall not exceed Three Thousand Dollars ($3,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such items, services, and/or expenses. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all invoices from the vendor within thirty (30) days of receipt of such invoice. Vendor may charge interest on late payments not to exceed one percent (1 %). 3. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. Addendum Page 1 of 11 b. Breach. If either party commits a material breach of the Agreement, the non - breaching Parry 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 the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the 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. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the 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 City in a machine readable format or other format deemed acceptable to City. 4. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. The parties agree to participate in non -binding mediation prior to initiating litigation. Mediation may be conducted remotely by mutual agreement. 6. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently Addendum Page 2 of 11 demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 7. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self -insured status as requested by Vendor. 8. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 9. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. For all other claims, Vendor's total aggregate liability under the Agreement shall be limited to an amount equal to two (2) times the annual fees paid by City under the Agreement. Vendor's liability shall not apply to claims arising from City's misuse, modification, or unauthorized combination of the deliverables. Vendor's indemnity obligations shall apply solely to third -party claims and only to the extent caused by Vendor's proven negligence or willful misconduct. Nothing herein shall require Vendor to assume liability for City's acts, omissions or data handling practices. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 10. IP Indemnification. 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 the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if 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 9, 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 the 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 Addendum Page 3 of 11 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 the 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 additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the 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 REQUIRED BY CITY. 11. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. Addendum Page 4 of 11 12. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 13. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 14. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 15. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 16. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 17. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the 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 the 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 the Agreement for violations of this provision by Vendor. 18. No Boycott 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 Addendum Page 5 of 11 that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 19. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. All audit information shall be treated as confidential and used solely for verifying compliance with the Agreement. Audits shall not unreasonably interfere with Vendor's business operations. 20. Prohibition on Boycotting Energy Companies. 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. 21. 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 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 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 Agreement. 22. Insurance. 1.1. 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: 1.1.1. Commercial General Liability: Addendum Page 6 of 11 1.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 1.1.1.2. 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. 1.1.1.3. Defense costs shall be outside the limits of liability. 1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 1.1.3. Technology Liability (Errors & Omissions) 1.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 1.1.3.2. 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. 1.1.3.3. Coverage shall include, but not be limited to, the following: 1.1.3.3.1. Failure to prevent unauthorized access; 1.1.3.3.2. Unauthorized disclosure of information; 1.1.3.3.3. Implantation of malicious code or computer virus; 1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 1.1.3.3.5. 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; 1.1.3.3.6. 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 Addendum Page 7 of 11 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 submitted to the City to evidence coverage; and 1.1.3.3.7. Any other insurance as reasonably requested by City. 1.2. General Insurance Requirements: 1.2.1. 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. 1.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 1.2.3. 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, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 1.2.4. 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. 1.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 1.2.6. 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. (signature page follows) Addendum Page 8 of 11 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: 04UV lt4— By: Dianna Giordano (May 26, 2026 13:01:58 CDT) By: Name: Dianna Giordano Name: Title: Assistant City Manager Title: Date: 05/26/2026 CivicTrack, Inc. i Ron Young Director Business Development Date: May 14, 2026 CITY OF FORT 'WORTH INTERNAL ROUTING PROCESS: Approval Recommended: : BY Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and legality: CandaceCandace �a�Gia�-a-a By �andacePaalia'a 26. 2026 13:01:03 CDT126. 2026 13:01:03 CDT Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: N/A Approval Date: N/A Form 1295: NIA 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: Steve�ay 18. 2026 14:29:29 CDT) Name: Steven Vandever Title: Sr. IT Solutions Manager City Secretary: A CiuSka+ By: Name: Jannette S. Goodall Title: City Secretary Addendum Page 9 of 11 EXHIBIT A CivicTrack Proposal (Attached) Addendum Page 10 of 11 CivicTrack Proposal SOFTWARE MADE FOR GOVERNMENT OFFICES I&CIVICTRACK Client: Fort Worth Communications Specialist Delivered on: January 23, 2026 Submitted by: Ron Young WHYCIVICTRACK O Respond Faster, Serve Better Getting the same question over and over? CivicTrack helps you handle common requests in seconds. With smart tools and bulk reply options, you can send quick, consistent responses —without the endless copying and pasting. O Easily Manage Your Casework Forget scattered emails and spreadsheets. CivicTrack centralizes all constituent interactions in one place, making it easy to manage high volumes of inbound correspondence, even with a small team. O Move from Reactive to Proactive See what's trending in your inbox. CivicTrack's built-in reporting helps you spot common issues, track response times, and proactively engage on issues you know your constituents care about. 0 O Automate Case Logging Spend less time on logging and more time on the things that really deliver for your constituents. CivicTrack automatically summarizes, categorizes, and fills in case details —so you can record what matters in seconds and get straight to helping constituents. CIVICTRACK Fort Worth Communications Specialist 1 CIVICTRACK PLATFORM Government offices are handling more requests than ever. CivicTrack takes the complexity out of the job, giving you the tools to stay organized, respond faster, and build meaningful engagement with each and every person you represent. O Casework & Inquiry Tracking Every day, you receive calls, emails, and in -person requests from constituents. CivicTrack keeps everything in one place, allowing you to log, assign, and track issues from start to resolution. No more lost emails or forgotten requests —every concern is accounted for. O Contact & History Management Have you or your team spoken with this resident before? What was the outcome? With CivicTrack, every past interaction is logged, so you can reference conversations, follow up seamlessly, and maintain a personal touch. O Interactive Constituent Map W' rQV1CT Koncernsq(nt^ interactive map helps you 2 ....-..-I;__ ........ :4 ...- __-.....- _ :.A..­;C.. -.- _J_ A -I I- --.4..--- -..____ ­-.4. _:.-..��.. CIVICTRACK OUTREACH With CivicTrack Outreach, craft polished emails and newsletters, segment audiences, and manage constituent profiles —all in one platform. O Email & Communication Tools Whether you need to update constituents about policy changes, respond to inquiries, or send out newsletters, CivicTrack simplifies the process. Craft personalized messages, pull contact lists, and schedule sends —all without juggling multiple platforms. O Professional, Branded Emails Use one of our professionally designed templates, customize it with drag -and -drop elements like images or videos, and personalize it with contact merge fields. Send emails using your official domain to build credibility with every message. O Surveys Understanding community sentiment is key to making informed decisions. With CivicTrack, you can gather real-time feedback through built-in surveys and forms, helping you stay ahead of emerging issues and respond proactively. f8re MMWalit�/ JFort Worth Communications Specialist DEPLOYMENT & SUPPORT Adopting a new system shouldn't be complicated. With CivicTrack, implementation is fast, hassle -free, and fully supported —so your team can focus on serving constituents from day one. O Seamless Onboarding & Setup We take care of everything —from initial configuration to full system setup —so your office can hit the ground running. No complex installations, no hidden costs —just log in and start managing constituent inquiries with ease. O Dedicated Account Manager From day one, you'll have a dedicated point of contact who understands the unique demands of your office. Whether it's personalized training, ongoing support, or strategic best practices, you'll have an expert guiding you every step of the way. O Trusted, Responsive Support CivicTrack is built for public offices that can't afford downtime. Our expert support team is known for rapid response times and proactive assistance, ensuring your team gets the help it needs —when it matters most. CIVICTRACK Fort Worth Communications Specialist 4 IMPLEMENTATION TIMEFRAME Upon signing the contract we're prepared to start work immediately. Phase Week Discovery Meeting Data Retrieval to Import Training and Setup CIVICTRACK Fort Worth Communications Specialist PRICING DESCRIPTION CivicTrack Communications Team ** This proposal expires 90 days from issue Contact: Ron Young Director of Business Development (877) 870-8875 ext 721 ron.young@civictrack.com TOTAL $1500 for 12 months CIVICTRACK Fort Worth Communications Specialist WHAT OUR USERS SAY Whether you're the Mayor of a large city or a Council Member in a small town, helping your constituents and managing casework has never been easier. iI M CITY OF CHARLOTTE kW/\RRFN CITY OF FORT LAUDERDn LE 5UTVY *a M Mississauga "With CivicTrack, we can respond faster, stay more organized, and provide the kind of support our constituents deserve. Its more than just a tool —it's a partner in helping us serve our community better every day." - Randy H., Constituency Affairs Advisor 'We've been using CivicTrack for over three years, and its been a game -changer. With hundreds of inquiries every month, it helps us stay on top of cases and respond quickly. Even during busy periods, the platform ensures nothing slips through the cracks, enabling us to serve our community better." - Patrick Cousineau, Chief of Staff "CivicTrack has revolutionized how we interact with our constituents. It has given us a much better understanding of what our constituents need and how we can support them." - CivicTrack user, Council Member CIVICTRACK Fort Worth Communications Specialist 7 EXHIBIT B CivicTrack Acceptable Use Policy (Attached) Addendum Page 11 of 11 CIVIICTRACK Acceptable Use Policy Last Updated Status: June 2023 1. Introduction This Acceptable Use Policy (AUP) outlines acceptable usage guidelines for CivicTrack (the "Service"). By using the Service, you agree to comply with this AUP and ensure that all your users do as well. Failure to adhere to this policy may result in suspension or termination of your account. 2. License Grant & Restrictions 2.1. CivicTrack hereby grants you a non-exclusive, non -transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CivicTrack and its licensors. 2.2. You may not access the Service if you are a direct competitor of CivicTrack, except with CivicTrack's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. 2.2.1. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet -based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. 2.2.2. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. Page 1 of 3 iiTK 3. Prohibited Activities You may not use the Service to: 3.1 Engage in activities that are illegal, harmful, or fraudulent, including but not limited to the distribution of malware, phishing, or unauthorized access to other systems. 3.2 Transmit any material that harasses, threatens, abuses, or encourages harm against individuals or groups. 3.3 Send unsolicited or unauthorized advertisements, promotional materials, or spam. 3.4 Upload, share, or distribute content that infringes on any copyright, trademark, patent, trade secret, or other intellectual property rights. 3.5 Distribute any content that is obscene, defamatory, libelous, or otherwise objectionable. 3.6 Engage in activities that interfere with or disrupt the integrity or performance of the Service, including attempting to probe, scan, or test the vulnerability of the Service or breach any security or authentication measures. 4. Resource Usage 4.1 You may not use the Service in a manner that excessively burdens our infrastructure or interferes with the use of the Service by others. This includes, but is not limited to, excessive bandwidth usage and overloading our servers. 4.2 Ensure that your usage of the Service is within the limits set forth in your subscription plan and does not negatively impact other customers. 5. Account Information or Data CivicTrack does not own any data, information or material that you submit to the Service in the course of using the Service ("Client Data"). You, not CivicTrack, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and CivicTrack shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. In the event this Agreement is terminated (other than by reason of your breach), CivicTrack will make available to you a file of the Client Data within 30 days of termination if you so request at the time of termination. CivicTrack reserves the right to withhold, remove and/or discard Client Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Client Data immediately ceases, and CivicTrack shall have no obligation to maintain or forward any Client Data. 6. Internet Delays CivicTrack Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and Electronic communication. CivicTrack is not responsible for any delays, delivery failures, or other damage resulting from such problem Page 2 of 3 CIVICTRACK 7. Confidentiality CivicTrack agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information with respect to the business of the Client, which CivicTrack has obtained, except as may be necessary and expressly agreed to in writing by the Client to further the business interests of the Client. This obligation will survive indefinitely upon termination of this Agreement. 8. User Responsibilities 8.1 You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, federal and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) Notify CivicTrack immediately of any unauthorized use of any password or account or any other known or suspected breach of security (ii) Report to CivicTrack immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users (iii) Not impersonate another CivicTrack user or provide false identity information to gain access to or use the Service. 9. Enforcement and Consequences 9.1 We reserve the right to investigate any suspected violations of this AUP. During an investigation, we may suspend or restrict your access to the Service. 9.2 If we determine that you have violated this AUP, we may take appropriate actions, including but not limited to issuing warnings, suspending or terminating your account, and reporting you to law enforcement authorities if necessary. 9.3 You are responsible for any damages or losses resulting from your violation of this AUP, and you agree to indemnify and hold us harmless from any claims arising from your misuse of the Service. 10. Modifications We reserve the right to modify this AUP at any time. We will notify you of any significant changes by posting the new policy on our website or by other appropriate means. Your continued use of the Service after such changes constitutes your acceptance of the new AUP. 11. Contact Information If you have any questions or concerns about this AUP, please contact us at support@civictrack.com. Page 3 of 3 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: CivicTrack, Inc. Subject of the Agreement: New Agreement with CivicTrack, 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: If different from the approval date. Expiration Date: September 30, 2026 If applicable. Is a 1295 Form required? * Yes ❑ No ❑ *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 processing in the following 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.