HomeMy WebLinkAboutContract 46636 City Secretary Contract No.*_,vLay
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USE AGREEMENT
(Information Technology)
This USE AGREEMENT ("Agreement")is made and entered into by and between the CITY OF FORT
WORTH (the "City" or "Customer"), a Texas home-rule municipal corporation, and DigitalStakeout
("Contractor"), a Georgia Company. City and Contractor are each individually referred to herein as a "party"and
collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Use Agreement
2. Exhibit A-Quote
3. Exhibit B-Contractor's Terms of Service
4. Exhibit C-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 Use Agreement shall control. The term
"Contractor" shall include the Contractor, and its officers, agents, employees, representatives, servants, contractors
or subcontractors.The term"City"shall include its officers,employees,agents,and representatives.
1. Scope of Services.
Contractor hereby agrees, with good faith and due diligence,to provide the City with access to the Contractor's
hosted software, as outlined in the Quote, which is attached hereto as Exhibit "A" and incorporated herein for all
purposes, and further referred to herein as the "Services." Contractor shall perform the Services in accordance with
standards in the industry for the same or similar services. In addition, Contractor shall perform the Services in
accordance with all applicable federal, state, and local laws, rules, and regulations. Contractor's additional terms of
service have been negotiated between the parties, and are attached and incorporated herein for all purposes as Exhibit
"B." If there is any conflict between this Agreement and Exhibits A or B,the terms and conditions of this Agreement
shall control.
2. Term.
This Agreement shall commence upon March 9,2015 ("Effective Date") for a 2 year Term,and shall expire
rn no later than March 8, 2017 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this
C-) Agreement or otherwise extended by the parties.This Agreement may be renewed for an additional 2 year term upon
m
G mutual written consent of the parties, each a"Renewal Term."The City shall provide Contractor with written notice
fn of its intent to renew at least thirty(30)days prior to the end of each term.
C)
v 3. Compensation.
-v
During the initial term, the City shall pay Contractor an amount not to exceed $28,800.00 in accordance
C.0 with the provisions of this Agreement and Exhibit A. Contractor shall not perform any additional services for the
N
O
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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 Contractor not specified by this Agreement
unless the City first approves such expenses in writing. City agrees to pay all invoices of Contractor within thirty
(30)days of receipt of such invoice.
4. Termination.
4.1. Convenience. Either the City or Contractor may terminate this Agreement at any time and for any reason by
providing the other party with 30 days written notice oftermination.
4.2 Breach. Subject to Section 28 herein, either party may terminate this Agreement for breach of duty,
obligation or warranty upon exhaustion of all remedies set forth in Section 28.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, the City will notify Contractor 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 Obligations of the Parties. In the event that this Agreement is terminated prior to the
Expiration Date,the City shall pay Contractor for services actually rendered up to the effective date of termination
and Contractor shall continue to provide the City with services requested by the City and in accordance with this
Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Contractor
shall provide the City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Contractor has received access to City information or data as a requirement to perform
services hereunder, Contractor 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. Contractor hereby warrants to the City that Contractor has made full disclosure in
writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement.In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees
immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Contractor may use products, materials, or
methodologies proprietary to Contractor. The City agrees that Contractor's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials,or
methodologies unless the parties have executed a separate written agreement with respect thereto. Contractor, 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 Unauthorized Access. Contractor 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.
Contractor 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, Contractor 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 unauthorized
disclosure.
6. Right to Audit.
Contractor 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,
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papers and records of the Contractor involving transactions relating to this Agreement at no additional cost to the
City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. The City shall give Contractor not less than 10 days written notice of any intended
audits.
Contractor 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 compliance with the provisions of this paragraph. City shall
give subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor.
It is expressly understood and agreed that Contractor 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, Contractor 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. Contractor acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and
Contractor, its officers, agents, employees, servants,contractors and subcontractors. Contractor further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor.
It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of
Contractor or any officers, agents, servants, employees or subcontractors of Contractor. Neither Contractor, nor
any officers, agents, servants, employees or subcontractors of Contractor shall be entitled to any employment
benefits from the City. Contractor 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.
A. LIABILITY - CONTRACTOR 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 CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
B. INDEMNIFICATION - CONTRACTOR 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 CONTRACTOR'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 CONTRACTOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS,
SERVANTS OR EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT—(i)The Contractor warrants that all Deliverables,or
any part thereof, furnished hereunder, including but not limited to: programs, documentation, 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,
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trademarks, service marks, trade secrets,or any intellectual property rights or other third party proprietary
rights,in the performance of services under this Agreement.
(ii)Contractor 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.
(iii)Contractor 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 Contractor
bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,
Contractor 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 Contractor 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, Contractor shall fully participate and cooperate with the City in defense of such claim
or action. City agrees to give Contractor 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 Contractor'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, Contractor 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 Contractor, terminate
this Agreement,and refund all amounts paid to Contractor by the City,subsequent to which termination City
may seek any and all remedies available to City under law. CONTRACTOR'S OBLIGATIONS HEREUNDER
SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. AssiEnment and Subcontracting.
Contractor 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 Contractor under which the assignee agrees to be bound by the duties and
obligations of Contractor under this Agreement. The Contractor 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 Contractor referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such
duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such
subcontract.
10. INSURANCE.
10.1 The Contractor shall carry the following insurance coverage with a company that is licensed to do business
in Texas or otherwise approved by the City:
1. Commercial General Liability
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a. Combined limit of not less than$2,000,000 per occurrence; $3 million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of $3,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
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.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000
aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required
by statute.
5. Technology Liability (Errors&Omissions)
a.Combined limit of not less than$1,000,000 per occurrence; $3million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of$3,000,000. 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.
(a) Coverage shall include,but not be limited to,the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii)Implantation of malicious code or computer virus
(iv)Fraud,Dishonest or Intentional Acts with final adjudication language
(v) 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
Contractor under this Agreement.
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 Contractor 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.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
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.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of
the City of Fort Worth.
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
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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.
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.
5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver
of the insurance requirement.
6. Certificates of Insurance evidencing that the Contractor 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 Regulations.
Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations,
Contractor shall immediately desist from and correct the violation.
12. Non-Discrimination Covenant.
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part
of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall
not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by
law. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor, its personal
representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to
indemnify and defend the City and hold the City harmless from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail,registered,return receipt requested,addressed as follows:
TO THE CITY:
City of Fort Worth With Copy to the City Attorney
Attn:Assistant City Manager for PD at same address
1000 Throckmorton
Fort Worth TX 76102
Facsimile: (817)392-6134
TO CONTRACTOR:
Name: DigitalStakeout Inc.
Attn:James Brown
234 Morrell Road,Suite 360
Knoxville,TN 37919-5876
Facsimile:(865)38I-1930
14. Solicitation of Employees.
Neither the City nor Contractor 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.
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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 Contractor 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 Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether
real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state
courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort
Worth Division.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Majeure.
The City and Contractor 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 (force majeure), 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, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
20. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of
this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal
rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in
a written instrument,and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein by
reference, contains the entire understanding and agreement between the City and Contractor, 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.
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28. Reportine Requirements.
For purposes of this section,the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by
Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that
performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and
includes all input,output,processing,storage,or communication facilities that are connected or related to the device.
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.
If Contractor meets the definition of Computer Technician as defined herein, and while providing services pursuant
to this Agreement, views an image on a computer that is or appears to be child pornography, Contractor 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
Contractor to make the report required herein may result in criminal and/or civil penalties.
29. Signature Authority.
The person signing this agreement hereby warrants that he/she has the legal authority to execute this
agreement on behalf of the respective party, and that such binding authority has been granted by proper order,
resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be
executed by any authorized representative of Contractor whose name, title and signature is affixed on the
Verification of Signature Authority Form, which is attached hereto as Exhibit "C" 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.
Executed in multiples this the qday of 12015.
AGREED: AGREED:
CITY OF FORT WORTH: DIGITALSTAK T INC.:
By: By:
Rudy Jacksord Adam Mikrut
Acting Assistant City Manager CEO
Date: '4-47 Date:
F Fo°jr
ATTEST: Q MDQ ATTEST:
°
By: $ o X By:
Mary &yser °p Jame rows
City Secretary °� Chief Financial Officer
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FT. WORTH, TX
City Secretary Contract No.
APPROVED S TO FORM AND LEGALITY:
By:
Jessica Sangs
Assistant City ttorney
CONTRACT THORIZATION:
M&C: N/A
Date Approved:
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EXHIBIT A
Q�gi t DlgitalStakeoutInc. Quote
1talStak , t 234 Morrell Raed,Suite 380 Valid Tttruuo- 11t2V201S
Knoxville, TN 379t9-5876 Quole Murnbtlr•9601110000001®1003
Payment Terms:We Upon Receipt prepared For:
Initial Term Ponem):24 LL Joan White
Comments or Special Instructions: Fort Worth Police Department
350 West Belknap Street
Fort Worth, TX 78102
Phone:X91'199517$1
Email:John.Wtlite@tortwor1htexea-gov
!KU Description Q4� unlit MSRP DtscoarNad
MSRP Tial Total
MW-8064+-SS1SW-tMltEoPktrM**i.9te+4wd$jnpw19arn-5lwiEBT Ftrtttse Cvm.35I( ovmwdyw fs MOO 352OWCO $120000)
aondiy s�ronl ar atyect sdotraare,yaU mill>Y thry-ycd r wtro�p Soo m:mar Uw nmarl al airarh a
-Roes trod When fou riacri M ar yar erred Cr dgoat 11mitbr ria maw t a naCTic,&m amu«is sort
tb iiia aecutrtconract twrNrq tht you era tipRraech.'t1 yar+mit!t you execs u omit for 7ta tmm�lh
ymr ocooun rill caridrsa m triceon rid yar rid*tis be ods to ra*%*softies wxw iMrrtom Ad
ria aaa of the maotlt,ymic aywap w W bo kcakd and yrs rid be charyw rtes apocaba eyest or abtecl
ba.U-lass Oustanrer Provides rrxca d 0 inuntnot to ru ar s,"Crow atlbast Mtv M Cfts Grier
So Ste at w4dan d ale Wbw Tota, kr a summewe period at a
Qw"wl Tsrm
qW-S1 D0-f y 8S tSW-1UC006fww#w MariiN$tydPrd St9Pw10v*-OPM EST F9awM:Cwe.S:&M y7w vAi;Md ywr 2+ PWM M $10AMM S'R.tl vow
y�u cbleGi a0owxtt+s.you miH be chspsd a antrtsgi ttw sbcarer the smart daMutia a
a�scia aced W teen yax rtacSr 85M d yov ars+a ttbl.a limit br M rrart�t s ttearnaban stneK Is earl
to tits st;,ru l raedttf r7rnny the ytr,en appoedrrq yarn emir 11 yai sawed n iirrtn for ft rt,trtta
yqr acwure mill cunuma Ilra`+rttnan and y04,00 sits bs 4*0 to receive tarns ww+atd inMwrq t n A4
ft oW at rte mardi,y"rs wap w k+bo related anti rw*IN be chat ped the applicatils&rentor abject
See.UNses C ud wnw Provides-Oka d is inMrrl rot Io fwwm e;.bacrffion r Most thrly(30)am#%Gricr
Sothompmretlm or"Mimi Teri,Cris s.bacr4im wif,armmincmly rotor Por a succass ve pwind as a
Rwiawal Twin,
Subtotal $28,800.08
Grand Tots!: 321!,000.04
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EXHIBIT B
CONTRACTOR'S TERMS OF SERVICE
When you, the purchaser ("Customer") or user ("Customer') of data provided by DigitalStakeout use
DigitalStakeout products or services (collectively, the"Service"), then Customer agrees to the following terms and
conditions (the "Use Agreement").DigitalStakeout ("DigitalStakeout" or "We" or "Our") may revise these terms
from time to time, at our sole discretion. Unless otherwise provided below, the revised terms will take effect when
they are posted on the DigitalStakeout website.
WITH ANY USE OF SERVICE, CUSTOMER IS INDICATING CUSTOMER AGREEMENT TO THE TERMS
OF THIS USE AGREEMENT AND ALL REVISIONS THEREOF.
The Use Agreement is applicable to TRIAL, ACTIVE, or TERMINATED Customers AND visitors accessing
Digital Stakeout's systems.
ACCESS TO THE SERVICE
Customer is responsible for all activity under the Service account. Customer must safeguard the password and email
address Customer uses to access the Service. Customer authorizes DigitalStakeout to assume that any user using the
Service with Customer email address and password either is authorized to act for Customer. Customer agrees to
immediately notify us of any unauthorized use of Customer account. DigitalStakeout may limit who may use your
account at any time without notice.
CUSTOMER RESPONSIBILITIES
Customer agrees to provide accurate and current information when using the Service.Customer will not impersonate
any person or entity; misrepresent Customer affiliation with a person or entity; or, misrepresent the origin of any
content distributed through the Service. Customer will not, nor will Customer permit or assist others to, use the
Service for any unlawful purpose or for any purpose other than that for which lawful use is intended. Customer
warrants and represent that Customer has the legal right to possess, use or view any and all electronic data Customer
transmits utilizing Service,and that such data does not infringe a third party's intellectual property rights,civil rights,
civil liberties,or rights of publicity or privacy.
NO DISRUPTION
Customer agrees not to disrupt the functioning of the Service or act in a way that interferes with other users using the
Service. Nor will Customer post or distribute any computer program that damages, detrimentally interferes with,
surreptitiously intercepts, or expropriates any system, data, or personal information. Customer agrees not to access,
tamper with, or use non-public or non-authorized areas of this web site. Unauthorized individuals attempting to
access these areas on the site will be subject to prosecution.
DISCRETION OVER CONTENT, USE, STORAGE,AND OPERATION OF SERVICE
We may edit, move, or delete any content in the Service (including content or communications that Customer have
provided) for any reason,and may preserve and disclose content or user information if required to do so by law or in
the good faith belief that doing so is necessary to: (a)comply with legal process;(b)enforce this Use Agreement,(c)
respond to claims that any content violates the rights of third parties; (d) protect the rights, property, or personal
safety,of DigitalStakeout, its users,or the public,or(e)administer the Service.
We generally do not pre-screen, monitor, or edit content provided by third parties. We are not responsible for any
failure to remove or delay in removing harmful, inaccurate, unlawful, or otherwise objectionable content originating
with or otherwise provided by third parties.
REFUND POLICY Di6iifilSakeol¢tf saHvices are final. No refunds shall be given by
DigitalStakeout, or any other party, for any amounts paid for services, including, without limitation, any service
charges or fees. Customer hereby acknowledges that DigitalStakeout can not and does not make any guarantees or
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warranties, and the Customer therefore understands that he or she forgoes the right to dispute credit card charges on
the grounds that DigitalStakeout has failed to deliver satisfactory services. The Customer further understands that,
because DigitalStakeout is an Internet-based business,DigitalStakeout never actually takes physical possession of the
customer's credit card; the Customer acknowledges that, for this reason,DigitalStakeout would normally have
difficulty prevailing in credit card charge disputes with the Customer relative to a physically-based business. The
Customer therefore forgoes his or her right to dispute the credit card charges he or she incurs with DigitalStakeout.
TERMINATION
Customer may terminate this Use Agreement at any time and for any reason by contacting customer service via email
to accountingna digitalstakeout.com, support portal, or by sending written notice to DigitalStakeout correspondence
address at 234 Morrell Road, Suite 360,Knoxville,TN 37919-5876 USA.
DigitalStakeout will send Customer an email confirmation once Customer account has been canceled. For
cancellations of termed contract, a termination fee of 50% of the remaining unbilled balance will be due at
termination (i.e. a cancellation at the end of month 4 on a 12 month contract will result in a cancellation fee
applicable to 4 months of billing.)
DigitalStakeout reserves the right to suspend or terminate Customer account, in whole or in part, or prohibit
Customer further use of the Service, at any time. Upon termination of Customer account for any reason, Customer
will have no right to use the Service and We may delete any data pertaining to Customer account. Our proprietary
rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions shall survive any
termination of Customer membership.
INTELLECTUAL PROPERTY AND COPYRIGHT
All materials associated to Service including, but not limited to, images,text, illustrations, audio,video files and the
selection, coordination and arrangement of such materials (collectively "Intellectual Property"), are protected by
copyrights, trademarks, service marks, or other proprietary rights which are either owned by DigitalStakeout or
owned by other parties who have licensed their intellectual property to DigitalStakeout. DigitalStakeout, and all
other derivations of the "DigitalStakeout" mark appearing on this web site are trademarks and/or service marks
of DigitalStakeout Inc. and all other trademarks, service marks, and trade names used on the site are the property of
their respective owners.
Customer may not disclose, sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works
based on, re-post or otherwise use the Service in any way for any public or commercial purpose without prior written
consent of DigitalStakeout or the rights holder. Customer agrees not disclose DigitalStakeout "reputation data
sources" (third party data partners referenced in Service) to ANY party while service is active and for a period of
two(2)years after the Service has been terminated.
LINKS
Service web sites may contain links to other web sites or resources. Customer acknowledges and agrees
that DigitalStakeout is not responsible for the content available on any other Internet sites linked from this web
site.DigitalStakeout is providing these links to other Internet sites as a convenience to users. Access to any other
Internets sites linked to this web site is at Customer own risk. The inclusion of any link does not imply We
recommend or endorse the linked site.
LIMITATION OF LIABILITY
NEITHER DIGITALSTAKEOUT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR
DELIVERING THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY APPLICATIONS AND
SERVICE CONTENT) SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN
IF DIGITALSTAKEOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING
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City Secretary Contract No.
FROM CUSTOMER ACCESS TO, OR USE OF, OR INABILITY TO USE THE SERVICE AND THE SERVICE
CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNOW OF THE POSSIBILITY OF SUCH
DAMAGE. IN NO EVENT SHALL DIGITALSTAKEOUT'S LIABILITY TO CUSTOMER OR ANY THIRD
PARTY ARISING OUT OF ANY USE OF THE SERVICE EXCEED THE AMOUNT PAID BY CUSTOMER
TO DIGITALSTAKEOUT FOR THE SERVICE TO WHICH SUCH LIABILITY IS CLAIMED.
Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental
damages,the above limitation or exclusion may not apply to Customer.
If Customer use of the Service results in the need for servicing or replacing property, material, equipment or data,
We are not responsible for those costs.
DISCLAIMER OF WARRANTIES
Customer use of the Service is at Customer's sole risk, and Customer agrees to assume all risks and responsibilities
for the selection of the Service to achieve Customer desired results. The Service is provided on an "as is" and "as
available" basis. DigitalStakeout disclaims all warranties of any kind, whether express or implied, including, but not
limited to, the implied warranties of merchantability, fitness for a particular purpose DigitalStakeout will make
reasonable efforts to maintain the Service, however,DigitalStakeout is not responsible for any damage, loss of data,
customer information, revenue, or other harm to business arising out of delays, misdelivery or nondelivery of
information, restriction or loss of access, bugs or other errors, unauthorized use due to Customer sharing of access to
the Service, or other interaction with the Service.DigitalStakeout makes no warranty that (1) the Service will meet
Customer requirements, (2)the Service will be uninterrupted,timely, secure,or error-free,(3)the results that may be
obtained from the use of the Service will be accurate or reliable, (4) the quality of any products, services,
information, or other material purchased or obtained by Customer through the Service will meet Customer
expectations, and (5) any errors in the Service will be corrected. Any material downloaded or otherwise obtained
through the Service is done at Customer own discretion and risk and Customer are solely responsible for any damage
to Customer computer system or loss of data that results from the download of any such material. No advice or
information, whether oral or written,obtained by Customer from DigitalStakeout or through or from the Service shall
create any warranty not expressly stated in this Use Agreement.Please note that some jurisdictions may not allow the
exclusion of implied warranties,so some of the above exclusions may not apply to Customer.
GENERAL TERMS
This Use Agreement, including the documents referenced by and incorporated into this document, constitutes the
entire agreement between Customer and DigitalStakeout and governs Customer use of the Service, superseding all
prior or contemporaneous agreements, understandings, or representations and, except as expressly provided therein,
may not be modified or amended except in writing signed by both Parties. Customer also may be subject to
additional terms that may apply when Customer use affiliate or other DigitalStakeout services,third-party content,or
third-party software. Customer are responsible for compliance with applicable local laws, keeping in mind that
access to the Site Content may not be legal by certain persons or in certain countries. If any part of this Use
Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible
and the remainder will remain in full force and effect. This Use Agreement is personal to Customer and Customer
may not transfer, assign or delegate this Use Agreement to anyone without the express written permission of
DigitalStakeout. Any attempt by Customer to assign, transfer or delegate this Use Agreement without the express
written permission of DigitalStakeout shall be null and void. This Use Agreement and any registration for or
subsequent use of the Service will not be construed as creating or implying any relationship of agency, independent
contractor,franchise,partnership,or joint venture between any user and DigitalStakeout.
The section titles in this Use Agreement are for convenience only and have no substantive effect.
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City Secretary Contract No.
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company:
Legal Address:
Services to be provided:
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement, amendment or change order
on behalf of Company. 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 Company. Company 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 revisedFormthat has been properly executed by the Company.
1. Name: wN 19S V✓'l�U.0
Position: Cr()
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
i
Signat e o resident/CEO
Other Title:
Date:
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