HomeMy WebLinkAboutContract 55760CSC No. 55760
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CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between STACS DNA,
Inc. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipal corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A— Terms and Conditions;
3. Exhibit B—[Seller's Quote, Scope of Services or Purchase Order];
5. Exhibit C— Sole Source Procurement Justification; and
6. Exhibit D— Conflict of Interest Questionnaire.
7. Exhibit E- Maintenance and technical support
Exhibits A, B, C, D and E, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed
by their duly authorized representatives to be effective as of the date signed below.
[SIGNATURE PAGE FOLLOWS]
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By: Jesus J. C� ay 25, 2021 13:57 CDT)
Name: Jesus J. Chapa
Title: Deputy City Manager
APPROVAL RECOMMENDED:
By:
Name
Title:
N��� Noa��s
Neil Noakes (May 25, 20211230 CDT)
Neil Noakes
Chief of Police
ATTEST:
By. /'� ��C�- �� 0
U
Name: Mary J. Kayser
Title: City Secretary
STACS DNA, INC.
By: �-�.---�
Name: Jocel n Trembl �
Title: Presi nt
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.
�•�,-k«y
B V: asha Kane (May 1, 202�
J
Name: Sasha Kane
Title: Sr. Contract Compliance Specialist
APPROVED AS TO FORM AND
LEGALITY:
By:
� (�,N-�—
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity under
a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on August 1, 2021 (`Bffective Date") and shall expire on July 31, 2022
("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Buyer
shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,
for up to four (4) one-year renewal options, at Buyer's sole discretion.
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held or
maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the
event there is a request for information marked Confidential or Proprietary, Buyer shall promptly
notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by Buyer, but by the
Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The
Parties agree that nothing contained within this Agreement is considered proprietary or trade
secret information and this agreement may be released in the event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any offcer or employee found
guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who
act on behalf of various City departments, bodies or agencies are authorized to place
orders for goods and/or services without providing approved contract numbers, purchase
order numbers, or release numbers issued by the Buyer. The only exceptions are
Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing
Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract
number, purchase order number, or release number issued by the Buyer may result in
rejection of delivery, return of goods at the Seller's cost and/or non-payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping container
shall be clearly and permanently marked as follows: (a) Seller's name and address: (b)
Consignee's name, address and purchase order or purchase change order number; (c) Container
number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container
bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods
shall be suitably packed to secure lowest transportation costs and to conform to requirements of
common carriers and any applicable specifications. Buyer's count or weight shall be final and
conclusive on shipments not accompanied by packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance of
the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
ll.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number. Invoices shall be itemized and transportation charges, if any, shall
be listed separately. A copy of the bill of lading and the freight waybill, when applicable,
should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's
Department and address as set forth in the block of the purchase order, purchase change
order or release order entitled "Ship to." Payment shall not be made until the above
instruments have been submitted after delivery and acceptance of the goods and/or
services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer
shall furnish a tax exemption certificate upon Seller's request.
13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1 st payment is due to Seller, Seller shall register for direct deposit
payments prior to providing goods and/or services using the forms posted on the City's
website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purchase. In the event Seller breaches this warranty,
the prices of the items shall be reduced to the prices contained in Seller's proposals, or in
the alternative upon Buyer's option, Buyer shall have the right to cancel this contract
without any liability to Seller for breach or for Seller's actual expense. Such remedies are
in addition to and not in lieu of any other remedies which Buyer may have in law or
equity.
14.2 Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee, excepting employees of an established commercial or selling
agency that is maintained by Seller for the purpose of securing business. For breach or
violation of this warranty, Buyer shall have the right, in addition to any other right or
rights arising pursuant to said purchase(s), to cancel this contract without liability and to
deduct from the contract price such commission percentage, brokerage or contingent fee,
or otherwise to recover the full amount thereof.
15.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation,
and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as
amended. In the event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's
expense. Where no correction is or can be made, Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach
and cause this contract to terminate immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary" to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any attached
work orders or invoices. The Buyer may not use or share this software without permission of the
Seller; however Buyer may make copies of the software expressly for backup purposes.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER 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 each
individually referred to as a"Deliverable" and collectively as the "Deliverables,")
do not infringe upon or violate any patent, copyrights, trademarks, service marks,
trade secrets, or any intellectual property rights or other third party proprietary
rights, in the performance of services under this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made against the
Buyer 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 Buyer's continued use of the
Deliverable(s) hereunder;
18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against Buyer for infringement of any patent, copyright, trade mark, trade
secret, or similar property right arising from Buyer's use of the software and/or
documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the
software and/or documentation. So long as SELLER bears the cost and expense of
payment for ciaims or actions against Buyer pursuant to this section, SELLER 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, Buyer shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and
Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for
whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against Buyer for infringement arising under this
Agreement, Buyer 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, SELLER shall fully participate and
cooperate with Buyer in defense of such claim or action. Buyer agrees to give
SELLER timely written notice of any such claim or action, with copies of all papers
Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's
assumption of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer under this Agreement. If the software and/or documentation or
any part thereof is held to infringe and the use thereof is enjoined or restrained or,
if as a result of a settlement or compromise, such use is materially adversely
restricted, SELLER shall, at its own expense and as Buyer's sole remedy, either: (a)
procure for Buyer the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect
Buyer's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional charge to
Buyer; or (d) if none of the foregoing alternatives is reasonably available to SELLER
terminate this Agreement, and refund all amounts paid to SELLER by Buyer,
subsequent to which termination Buyer may seek any and all remedies available to
Buyer under law; and
18.4 The representations, warranties, and covenants of the parties contained in section
13 through 17 of this Agreement will survive the termination and/or expiration of
this Agreement.
19.0 OWNERSHIP OF WORK PRODUCT
STACS Casework is a COTS (Commercial-Off-The-Shel� product fully developed and
maintained by STACS DNA (Seller). Seller owns any and all rights, title and interest in and to all
intellectual property rights in and to STACS Casework, including but not limited to all
modifications, improvements, and derivative works based thereon, as well as all new inventions,
innovations, discoveries, works of authorship, and other things developed, made and created
arising out of and relating to Seller's activities in furtherance of this Contract. Buyer
acknowledges and agrees that Seller owns all intellectual and property rights, title, and interest in
and to the STACS Casework product, including its structure, sequence, organization, and the
media on which such material is contained. Buyer's sole rights will be only those rights granted
by Seller under this Agreement. Buyer agrees that Seller has the exclusive international and
perpetual right to protect the STACS Casework product and all product specifications under any
laws for the protection of intellectual and industrial property.
Buyer and Seller agree that the STACS Casework product, documentation, product specifications
and all documentation and information, which is or has been supplied by Seller to Buyer is
considered proprietary and confidential information of Seller. Except as may be required by law,
Buyer will not disclose any confidential information of Seller without Seller's prior written
consent.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties
of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which
Buyer may have in law or equity.
21.0 TERMINATION
21.1 Written Notice. The purchase of goods under this order may be terminated in whole or
in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written
"Notice of Termination" specifying the extent to which the goods to be purchased under
the order is terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights of
Buyer as set forth herein.
21.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller
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 Buyer of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds
have been appropriated.
213 Duties and Obli�ations of the Parties. Upon termination of this Agreement for any reason,
Seller shall only be compensated for items requested by the Buyer and delivered prior to
the effective date of termination, and Buyer shall not be liable for any other costs,
including any claims for lost profts or incidental damages. Seller shall provide Buyer
with copies of all completed or partially completed documents prepared under this
Agreement. In the event Seller has received access to Buyer Information or data as a
requirement to perform services hereunder, Seller shall return all Buyer provided data to
Buyer in a machine readable format or other format deemed acceptable to Buyer.
22.0 ASSIGNMENT / DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent of
Buyer, which shall not be unreasonably withheld. Any attempted assignment or delegation of
Seller shall be wholly void and totally ineffective for all purposes unless made in conformity
with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at
no additional cost to Buyer, all documents, as determined by Buyer, that are reasonable and
necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another
entity. The documents that may be requested include, but are not limited to, Articles of
Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax
identification number, etc. Buyer reserves the right to withhold all payments to any entity other
than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary
information in accordance with this section, Buyer shall not be liable for any penalties, fees or
interest resulting therefrom.
23A WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by
a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with
any attachments and exhibits. This Agreement is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealings between the parties and no usage oftrade shall be relevant
to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a
course of performance under this Agreement shall not be relevant to determine the meaning of
this Agreement even though the accepting or acquiescing party has knowledge of the
performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall
controL In the event of a conflict between the contract documents, the order of precedence shall
be these Standard Terms and Conditions, and the Seller's Quote.
26.0 APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any
litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract
shall be governed, construed and enforced under the laws of the State of Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant
or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control,
the details of its operations hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, vendors and
subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller,
its officers, agents, employees, vendors and subcontractors. Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees, vendors and subcontractors.
28A LIABILITY AND INDEMNIFICATION.
28.1 LIABILITY - SELLER 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 SELLER, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
28.2 GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS, AGENTS,
SERi�ANTS 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 SELLER'S B USINESS AND ANY RESUL TING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
28.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Seller agrees to defend, settle, or
pay, at its own cost and expense, any claim or action against Buyer for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from
Buyer's use of the software and/or documentation in accordance with this Agreement, it
being understood that this agreement to defend, settle or pay shall not apply if Buyer
modifies or misuses the software and/or documentation. So long as Seller bears the cost and
expense of payment for claims or actions against Buyer pursuant to this section, Seller 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, Buyer shall
have the right to fully participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect Buyer's interest, and Buyer agrees to cooperate with Seller in doing so.
In the event Buyer, for whatever reason, assumes the responsibility for payment of costs
and expenses for any claim or action brought against Buyer for infringement arising under
this Agreement, Buyer 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, Seller shall fully participate and cooperate with Buyer in defense of
such claim or action. Buyer agrees to give Seller timely written notice of any such claim or
action, with copies of all papers Buyer may receive relating thereto. Notwithstanding the
foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate Seller's
duty to indemnify Buyer under this Agreement. If the software and/or documentation or
any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a
result of a settlement or compromise, such use is materially adversely restricted, Seller shall,
at its own expense and as Buyer's sole remedy, either: (a) procure for Buyer the right to
continue to use the software and/or documentation; or (b) modify the software and/or
documentation to make it non-infringing, provided that such modification does not
materially adversely affect Buyer's authorized use of the software and/or documentation;
or (c) replace the software and/or documentation with equally suitable, compatible, and
functionally equivalent non-infringing software and/or documentation at no additional
charge to Buyer; or (d) if none of the foregoing alternatives is reasonably available to Seller
terminate this Agreement, and refund all amounts paid to Seller by Buyer, subsequent to
which termination Buyer may seek any and all remedies available to Buyer under law.
29 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
30 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract, then Buyer will immediately notify Seller of such occurrence
and this contract shall be terminated on the last day of the fiscal period for which funds have
been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the
portions of annual payments herein agreed upon for which funds shall have been appropriated
and budgeted or are otherwise available.
31 NOTICES TO PARTIES
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 BUYER:
City of Fort Worth
Attn: Jesus J. Chapa, Deputy City
Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
TO SELLER:
STACS DNA, Inc.
Attn: Jocelyn Tremblay, President
2255 St. Laurent Blvd., Suite 206
Ottawa, ON K 1 G 4K3
Canada
Email:
With copy to Fort Worth City Jocelyn.Tremblay@stacsdna.cam
Attorney's Office at same address
32 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Seller'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 SELLER, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN
INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM.
33 IMMIGRATION NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-
9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Seller
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 Seller employee who is not legally eligible to
perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller,
shall have the right to immediately terminate this Agreement for violations of this provision by
Seller.
34 HEALTH, SAFETY, AND ENVIRONMENTAL REOUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
35 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Seller involving
transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer
shall have access during normal working hours to all necessary Seller facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits.
The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of
this Agreement.
36 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis
of disability in the provision of services to general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of Seller or any of
its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other
applicable federal, state and local laws concerning disability and will defend, indemnify and hold
Buyer harmless against any claims or allegations asserted by third parties or subcontractors
against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the
above-referenced laws concerning disability discrimination in the performance of this agreement.
37 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties shall
first attempt to resolve the matter through this dispute resolution process. The disputing party
shall notify the other party in writing as soon as practicable after discovering the claim, dispute,
or breach. The notice shall state the nature of the dispute and list the party's specific reasons for
such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a
good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim, dispute, breach or other matter in question that may arise
out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty
(60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. If the parties submit the dispute to non-
binding mediation and cannot resolve the dispute through mediation, then either party shall have
the right to exercise any and all remedies available under law regarding the dispute.
38 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, the Buyer 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
808.001 ofthe Texas Government Code. By signing this contract, Seller certifies that Seller's
signature provides written verification to the Buyer that Seller: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the contract.
39 INSURANCE REOUIREMENTS
39.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to Buyer to evidence coverage.
39.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name Buyer as an additional insured thereon, as its interests may appear. The term
Buyer shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of Buyer.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to Buyer. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, Buyer of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent
financial strength and solvency to the satisfaction of Risk Management. If the
rating is below that required, written approval of Risk Management is required.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(� Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the Buyer prior to Vendor proceeding with any
work pursuant to this Agreement.
Exhibit B — Seller's Quote
�� � .
D�te: 27-Apr-21
TO: Fort Worth Police Qepartment Crime Lab
3616 E. Lancaster Ave
Fort Worth, TX 76103
Attn: Raquel Cleveland
Quote ID Number.
SM02520190427
STACS DAA Inr. Ptmne: 613474-7822
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Exhibit C
Sole Source Letter
�����4
Sam�le Trackinq and Control Solutions
February 26, 2021
Kelly Gleveland
Contrad Compliance Specialist
Financiaf Management Division
Fort Worth Police Department
Fort Worth,'fX 76115
Subject STACS Casework Enterprise'" Sole Source Justification
Dear Ms. Cleveland,
STACS DNA Inc. has been providing Information Technology Consulting and Software Engineering
Services to Forensic dients in tMe public sector since 2000.
We are the manufacturer of STACS-CW Enterprise {STACS�); a specialized Forensic DNA Caseworking
software application.
No other software product in the marketplace provides the specialized functionality available in STACS�.
Our product tracks and controls the overall DNA analysis processing steps — from Sample intake in the
DNA laboratory to CODIS Upload.
STACS� can only be purchased from STACS DNA Inc. as there are no resellers or subcontractors for
licenses and support and traininq services for our product
STACS DNA inc. owns the Inte�lectual Property (source code} of the STACsr"" software. No reseller,
subcontractor or any organization or individual other than STACS DNA Inc. has the riqht to make changes
to the software.
I look forward to speaking with you in the near future.
Cordially,
���---
Jocel Tremblay
President and Chief Operating Officer
STAC 5 D N A I nc, rrrvrrvrr.stacsdna.com
2255 St Laurent Blvd., Suite 206 Tel: 1.613.274.7822
Ottawa, Ontario K1G 4K3 Toll-free: 1.877.774.7822
CANADA Fax: 613.274.3825
Exhibit D
Conf7ict of Interest Questionnaire
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Exhibit E- Maintenance and Technical Support
Maintenance and technical support to be provided by STACS DNA on the following terms:
1. STACS DNA agrees to provide technical support to Licensee for STACS Casework for the
Maintenance Fee payable in advance.
2. STACS DNA will provide technical support for the most recent version and immediate preceding
version of STACS Casework and any Updates and Upgrades, if acquired by Licensee, such that
STACS Casework will operate in conformity with the Documentation, in all material respects.
3. STACS DNA will provide telephone, fax, web-based, and electronic mail support on technical
issues between the hours of 8:00 and 16:00 (Eastern Time) on business days.
4. STACS DNA will provide workarounds, error corrections and software fixes for reported
problems within a commercially reasonable period of time taking into account the priority level
of the reported problem.
5. The Licensee will report incidents using the web-based lncident Tracking facility provided by
STACS DNA. The Licensee shall describe the nature of the incident and provide details of the
circumstances of its occurrence.
6. Fram time to time, STACS DNA will make available to the client the following:
a. fixes for known bugs or errors in STACS Casework;
b. available workarounds; and/or
c. resolutions, error corrections or bug fixes.
7. Maintenance and technical support does not include:
a. custom programming services;
b. training;
c. hardware and related supplies;
d. any support services provided at the client site.
8. Service Limitations. Services provided are limited to those expressly defined herein and do not
include additions, modifications or adjustments to STACS Casework to correct any Defect or
Non-Conformity where:
a. the use of STACS Casework in combination with apparatus, systems, products or services
where such combination was not provided, proposed or recommended by STACS DNA
or contemplated in the Documentation; or
b. STACS Casework was altered or modified after delivery thereof by STACS DNA, if such
alteration or modification is made by a person other than STACS DNA and other than on
STACS DNA's authority, direction, request or specification; or
c. Licensee fails to incorporate any Update that STACS DNA has provided to Licensee.
9. Licensee agrees that the Agreement applies equally to all maintenance and technical support
elements supplied by STACS DNA, such as corrective code, enhancements, Updates and
Upgrades as if they were originally included in STACS Casework.
10. STACS DNA shall not be liable for delay or failure in performance resulting from acts beyond
its control, including, but not limited to acts of God, acts of war, riot, fire, flood, or other disaster,
acts of government, strike lockout or communication line or power failures. Performance times
shall be extended for a period of time equivalent to the period of delay.